{"id":40038,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/key-employee-agreement-macrovision-corp-and-matthew-christiano2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"key-employee-agreement-macrovision-corp-and-matthew-christiano2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/key-employee-agreement-macrovision-corp-and-matthew-christiano2.html","title":{"rendered":"Key Employee Agreement &#8211; Macrovision Corp. and Matthew Christiano"},"content":{"rendered":"<pre>                                  AMENDMENT TO\n\n                             MACROVISION CORPORATION\n\n                             KEY EMPLOYEE AGREEMENT\n\n                                       FOR\n\n                               MATTHEW CHRISTIANO\n\n      Macrovision Corporation, a Delaware corporation, and Matthew Christiano\n(\"you\") entered into a Key Employee Agreement, dated August 31, 2000, (the\n\"Agreement\") setting forth the terms of your employment with Macrovision\nCorporation, a Delaware corporation (\"MVSN\"), and Globetrotter Software, Inc., a\nwholly-owned Delaware subsidiary of MVSN (\"Globetrotter\"). Pursuant to Section\n12 of the Agreement, the parties hereto amend the Agreement, effective June 21,\n2002, as set forth below:\n\n      1.    Section 1 of the Agreement is amended in its entirety to read as\n            follows:\n\n      1.    DUTIES. During the remaining term of your employment under this\nAgreement, and subject to the terms and conditions contained in this Agreement,\nyou will make and hold yourself available at reasonable times and upon\nreasonable notice as mutually agreed from time to time for consultation on\nmatters relating to the Globetrotter business with MVSN's Chief Executive\nOfficer, Chief Operating Officer and Chief Financial Officer, with the general\nmanager of Globetrotter, and with such other persons as any of the foregoing\nindividuals may direct, including employees, customers and vendors of\nGlobetrotter. Notwithstanding the above, you will not be required to relocate\nyour principal office to any location outside a 20-mile radius from your current\nprincipal office located at 2830 De la Cruz Blvd., Santa Clara, California.\n\n      2.    Section 3 of the Agreement shall be deleted in its entirety and\namended to read as follows:\n\n      3.    [Intentionally omitted]\n\n      3.    Subsection (a) of Section 4 of the Agreement is amended to read as\nfollows:\n\n            (a) For the period from July 1, 2002 through the end of the\n            Employment Period (August 31, 2003), you shall receive an annual\n            salary of $185,000 (or a prorated portion thereof for partial years)\n            payable twice monthly by Globetrotter through our normal payroll\n            process. Through the end of the Employment Period, you will also be\n            entitled to participate, to the extent eligible, in medical, dental,\n            disability, vacation, 401(k), life insurance, and other fringe\n            benefits comparable to those currently provided by MVSN to its\n            senior executives, with the exception of the EIP bonus plan.\n\n      4.    Subsection (b) of Section 4 of the Agreement is hereby deleted.\n\n      5.    Subsection (a) of Section 6 of the Agreement is hereby amended to\n      read in its entirety as follows:\n\n      (a)   MVSN may terminate your employment hereunder at any time for your\n            material breach of any of the provisions of this Agreement, and, if\n            such breach is capable of being cured, your failure to cure such\n            breach as soon as practicable, but in any event within 30 days of\n            receipt of written notice thereof from MVSN. A termination \n\n                                       34\n\n\n\n            pursuant to this Section 6(a) shall take effect immediately upon the\n            giving of notice contemplated hereby (subject to any applicable cure\n            period).\n\n      6.    Subsection (b) of Section 6 of the Agreement is hereby deleted and\n      amended in its entirety to read as follows: \"(b) Intentionally Omitted.\"\n\n      7.    The first introductory phrase of Subsection (a) of Section 7 of the\n      Agreement is hereby deleted and amended to read in its entirety as\n      follows: \"(a) Upon the effective date of a termination of your employment\n      pursuant to Section 6 (a) of this Agreement,...\"\n\n      8.    Subsections (b) and (c) of Section 7 of the Agreement are hereby\n      deleted.\n\n      9.    All other provisions of the Agreement shall remain in full force and\neffect, without change, except that Section 10 shall apply only to Inventions\nwhich were developed or acquired during the time of the Employment Period\nthrough the date of this Amendment and, with respect to Inventions relating to\n(i) the supply of electronic licensing, license management, electronic software\ndistribution, or software metering technology for B2B or B2C applications to\nsoftware vendors and (ii) the supply of software asset management products to\ncorporate end users, through December 31, 2002.\n\n      10.   The parties hereto also agree as follows:\n\n      10.1  You shall be entitled to keep, and MVSN and Globetrotter hereby\ntransfer to you, your personal office computer, known as \"pinball\" and such\nother MVSN and Globetrotter equipment as you currently have at your residence,\nwhich the parties understand to be one or two other personal computers, an old\nfax machine, an old answering machine and the like, except that you shall return\nto Globetrotter any computers you have at your residence that were used for\nporting FLEXlm from time to time.\n\n      10.2  You and your spouse Sallie Calhoun shall be entitled to continue to\nuse e-mail addresses \"MATT@GLOBES.COM\" and \"SALLIE@GLOBES.COM\" for so long as\nMVSN continues to maintain the globes.com domain name. In the event that MVSN\ndetermines to discontinue maintaining the globes.com domain name, you shall be\ngiven a right of first refusal to acquire such domain name from MVSN for a\nperiod of 30 days for the sum of $1.00 before MVSN ceases to use it or offers it\nto any other person.\n\n      10.3  You, MVSN and Globetrotter agree to the following release\nprovisions:\n\n      (a)   In exchange for the property, agreements and other consideration\ndescribed above, and the mutual releases contained herein, you release MVSN,\nGlobetrotter and their stockholders, subsidiaries, directors, employees, agents,\nattorneys, legal successors and assigns (collectively, the \"MVSN Indemnified\nParties\")of and from any and all claims, actions and causes of action, in law,\nequity or otherwise, whether now known or unknown, suspected or unsuspected,\ndisclosed and undisclosed, which you now have, or at any time had, or may have\nagainst the MVSN Indemnified Parties based upon or arising out of your\nemployment by MVSN and\/or Globetrotter and MVSN's determination not to extend\nyour employment beyond August 31, 2003, including the changes being made to your\ncompensation, position and duties, occurring or existing at any time to and\nincluding the date hereof. This release specifically includes, but is not\nlimited to, any claims for compensation or benefits under the Agreement or apart\nfrom the Agreement; any claims for wages, benefits, wrongful termination, breach\nof contract, defamation, fraud, misrepresentation; any claims of discrimination\nbased upon national origin, race, color, religion, age, sex, marital status,\nhandicap, medical condition or other discrimination under the Civil Rights Act\nof 1964, the Age Discrimination In Employment Act of 1967 as amended by the\nOlder Workers Benefit Protection Act, the Americans With Disabilities Act, the\nCalifornia Fair Employment and Housing Act, or any other applicable law;\nincluding but not limited to tort law; contract law; wrongful discharge;\ndiscrimination; harassment;\n\n                                       35\n\n\n\nfraud; defamation; emotional distress; and breach of the implied covenant of\ngood faith and fair dealing, and any claims arising under and\/or violations of\nany statutes, rules, regulations or ordinances whether federal, state or local.\nThis release does not include any claims or causes of action that you may have\nin your capacity as a shareholder or director of MVSN or in any other capacity,\nother than your employment by MVSN and\/or Globetrotter, nor does this release\nalter or adversely effect your right to indemnification from MVSN or\nGlobetrotter for activities as an employee or director or in connection with the\nRainbow litigation.\n\n      (b)   In exchange for the agreements and other consideration described\nabove, and the mutual releases contained herein, MVSN and Globetrotter release\nyou and your agents, attorneys, legal successors and assigns of and from any and\nall claims, actions and causes of action, in law, equity or otherwise, whether\nnow known or unknown, suspected or unsuspected, disclosed and undisclosed, which\nthey now have, or at any time had, or may have against you or any of such other\npersons based upon or arising out of your employment by MVSN and\/or\nGlobetrotter.\n\n      (c)   You acknowledge and agree that you were provided 21 days to consider\nthese release provisions and to consult with legal counsel and have the\nopportunity to receive independent legal advice with respect to the matters set\nforth in this Agreement and have been encouraged to do so. To the extent that\nyou have taken less than 21 days to consider these release provisions, you\nacknowledge that you have had sufficient time to consider this agreement and to\nconsult with counsel and that you did not desire or need additional time.\n\n      (d)   You may revoke these release provisions as they relate to a release\nof age discrimination claims for a period of seven calendar days following your\nexecution of this Agreement. The revocation must be in writing, must\nspecifically revoke this agreement, and must be directed to Ian Halifax at MVSN,\n2830 De La Cruz Blvd, Santa Clara, California 95050, or faxed to him at\nfacsimile number 408-743-8610. You understand that the release described in\nthese paragraphs (a) through (f) will not become effective until the seven-day\nperiod has expired without revocation and that MVSN and Globetrotter shall have\nno obligation to tender to you the consideration for such release until the\nseven-day period has expired without revocation.\n\n      (e)   You represent that you have not filed any notice, complaint or\ncharges against MVSN or Globetrotter, and MVSN and Globetrotter represent that\nthey have not filed any notice, complaint or charges against you, with any\nlocal, state or federal court or agency based upon events occurring prior to the\ndate of execution of these release provisions. You agree that you will not, in\nthe future, file any proceeding or lawsuit against MVSN or Globetrotter, and\nMVSN and Globetrotter agree that they will not, in the future, file any\nproceeding or lawsuit against you, in any local, state or federal court or\nagency with respect to any matter released under this agreement.\n\n      (f)   YOU, MVSN AND GLOBETROTTER UNDERSTAND THAT THESE RELEASE PROVISIONS\nINCLUDE A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS BASED UPON OR ARISING\nOUT OF YOUR EMPLOYMENT BY MVSN AND OR GLOBETROTTER AND MVSN. You, MVSN and\nGlobetrotter acknowledge that you and they have read and understand Section 1542\nof the California Civil Code, which reads as follows:\n\n      \"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT\n      KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE\n      RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS\n      SETTLEMENT WITH THE DEBTOR.\"\n\n      You, MVSN and Globetrotter hereby expressly waive and relinquish all\nrights and benefits under that section and any law of any jurisdiction of\nsimilar effect with respect to the release of claims specified above.\n\n                                       36\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have execute this Agreement.\n\n\n                                        MACROVISION CORPORATION\n\n\n\n                                        By  \/s\/ W. A. Krepick\n                                           -------------------------------------\n                                            Name: William Krepick\n                                            Title: President\/CEO\n\n                                        \/s\/ Matthew Christiano\n                                        ----------------------------------------\n                                        MATTHEW CHRISTIANO\n\nACCEPTED AND AGREED TO:\n\n\nGLOBETROTTER SOFTWARE, INC.\n\nBy  \/s\/ W. A. Krepick\n   ------------------------------\n    Name: William Krepick\n    Title: CEO\n\n\n\n\n\n                                       37\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8106],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9539,9544],"class_list":["post-40038","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-macrovision-corp","corporate_contracts_industries-media__movies","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40038","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40038"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40038"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40038"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40038"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}