{"id":40354,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-purchase-agreement-macrovision-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-purchase-agreement-macrovision-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-purchase-agreement-macrovision-corp-and.html","title":{"rendered":"Restricted Stock Purchase Agreement &#8211; Macrovision Corp. and Victor Viegas"},"content":{"rendered":"<pre>                             MACROVISION CORPORATION\n                       RESTRICTED STOCK PURCHASE AGREEMENT\n\n\n     This Restricted Stock Purchase Agreement ('Agreement') is made as of the\nseventh day of June, 1996 by and between Macrovision Corporation, a California\ncorporation ('Company'), and Victor Viegas ('Purchaser').\n\n     WHEREAS, Company desires to issue and sell shares of its Common Stock to\nPurchaser and Purchaser desires to purchase such shares upon the terms and\nconditions set forth herein.\n\n     NOW, THEREFORE, the parties agree as follows:\n\n     1.0  PURCHASE AND SALE OF COMMON STOCK.\n\n          1.1  PURCHASE.  Subject to the terms and conditions of this Agreement,\nCompany hereby issues and sells to Purchaser and Purchaser purchases from\nCompany upon the execution of this Agreement, one hundred five thousand\n(105,000) shares of Common Stock of Company (individually a 'Share' or\ncollectively the 'Shares') at the price of One Dollar and Fifty Cents ($1.50)\nper Share (the 'Purchase Price'), for an aggregate purchase price of One Hundred\nFifty-Seven Thousand Five Hundred Dollars ($157,500).  Said Purchase Price shall\nbe paid in cash or pursuant to the terms of the promissory note attached as\nEXHIBIT C hereto.  If Purchaser executes said promissory note, Purchaser shall\nalso sign a stock pledge agreement in the form attached as EXHIBIT D hereto.\n\n          1.2  DELIVERY OF SHARES.  The certificates representing the Shares\nshall be held in escrow by Wise &amp; Shepard LLP, attorneys for Company, as\nprovided below.\n\n     2.0  UNVESTED SHARES.\n\n          2.1  GENERALLY.  For purposes of this Agreement, the term 'Unvested\nShares' shall initially mean one hundred percent (100%) of the Shares being\nissued by Company to Purchaser pursuant to this Agreement; provided, however,\nthat subject to Sections 2.2 and 3 below, the Unvested Shares shall become\nVested Shares with respect to (a) one sixth (1\/6) of the Shares on June 7, 1997\n(hereinafter such date shall be referred to as the 'Initial Vesting Date'), (b)\nan additional one third (1\/3) of the Shares one (1) year after the Initial\nVesting Date and (c) the balance of the Shares two (2) years after the Initial\nVesting Date, so long as Purchaser remains a full-time employee of Company\nduring the applicable annual vesting periods, so that two (2) years after the\nInitial Vesting Date (provided that Purchaser remains a full-time employee of\nCompany during such vesting period) all of the Shares shall be Vested Shares.\n\n          2.2  TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR GOOD REASON.  If\nthe Company terminates Purchaser's status as a full-time employee of the Company\nwithout Cause, or if Purchaser completely terminates his employment with the\nCompany for Good Reason, additional Unvested Shares shall become Vested Shares\nin accordance with the following:  (a) if\n\n\n                                        1\n\n\n\nsuch termination occurs before the Initial Vesting Date, one sixth (1\/6) of the\nShares shall become Vested Shares; (b) if such termination occurs on or after,\nbut less than one (1) year after, the Initial Vesting Date, an additional one\nthird (1\/3) of the Shares shall become Vested Shares; and (c) if such\ntermination occurs at least one (1) year after the Initial Vesting Date, all of\nthe Shares shall become Vested Shares.\n\n          2.3  TERMINATION OF EMPLOYMENT WITHOUT CAUSE OR FOR GOOD REASON\nFOLLOWING A CHANGE IN CONTROL.  If, within the period commencing three (3)\nmonths prior to, and ending one (1) year after, a Change in Control, the Company\nterminates Purchaser's status as a full-time employee of the Company without\nCause or Purchaser completely terminates his employment with the Company for\nGood Reason, all Unvested Shares shall become Vested Shares.\n\n          2.4  DEFINITIONS OF 'CAUSE', 'GOOD REASON' AND 'CHANGE IN CONTROL'.\nThe following definitions shall apply in interpreting this Section 2:\n\n               (a)  'Cause' shall mean any one or more of the following, in each\ncase as determined in good faith by the Company's Board of Directors:  (i)\nPurchaser's willful and repeated failure to comply with the lawful written\ndirection of the Company's Board of Directors; (ii) Purchaser's gross negligence\nor willful misconduct in the performance of duties for or on behalf of the\nCompany and\/or its subsidiaries; (iii) Purchaser's commission of any act of\nfraud with respect to the Company and\/or its subsidiaries; or (iv) Purchaser's\nconviction of a felony or of a crime involving moral turpitude causing material\nharm to the standing and reputation of the Company and\/or its subsidiaries.\n\n               (b)  'Good Reason' shall mean any one or more of the following\noccurring within the thirty (30) day period immediately preceding the date on\nwhich Purchaser's employment with the Company has completely terminated:  (i) a\nmaterial adverse change in Purchaser's position with the Company causing it to\nbe of less stature or of less responsibility; (ii) a change in the position to\nwhom Purchaser reports, or (iii) a reduction of Purchaser's annual rate of base\ncompensation by more than twenty percent (20%).\n\n               (c)  'Change in Control' shall mean any merger, corporate\nacquisition or other similar transaction in which the persons who are\nshareholders of the Company immediately prior to the transaction own less than\nfifty percent (50%) of the equity interests in the resulting entity immediately\nafter the transaction.\n\n     3.0  REPURCHASE OPTION.  Notwithstanding any provision contained in this\nAgreement to the contrary, Company shall have the right, but not the obligation,\nto repurchase all or any portion of the Unvested Shares (the 'Repurchase\nOption'), if, at any time, Purchaser ceases for any reason (including death or\npermanent disability) to be a full time employee of, Company (a 'Termination').\n\n     4.0  REPURCHASE PRICE.  The price at which Company shall be entitled to\nrepurchase the Unvested Shares shall be the Purchase Price per Share specified\nin Section 1.1 above.  Company\n\n\n                                        2\n\n\n\nmay repurchase the Unvested Shares by cancellation of indebtedness, if any, or\nby tendering cash (via check).\n\n     5.0  EXERCISE OF OPTION.  Company's Repurchase Option shall terminate if\nnot exercised within ninety (90) days of the date of any Termination.  If\nCompany exercises its Repurchase Option, Company shall, concurrently with its\nreceipt of the share certificate(s) from the escrow described in Section 8.0\nbelow, pay to Purchaser an amount in cash or cancellation of indebtedness equal\nto the Repurchase Price multiplied by the number of Unvested Shares being\nrepurchased.  If, by the end of the ninety (90) day period, Company has not so\nelected to purchase some or all of the Shares subject to the Repurchase Option,\nthe Shares not purchased shall no longer be subject to the Repurchase Option.\n\n     6.0  SHAREHOLDER RIGHTS.  Until such time as Company actually exercises its\nRepurchase Option under this Agreement, Purchaser shall have all the rights of a\nshareholder of Company with respect to the Shares.\n\n     7.0  RESTRICTION ON TRANSFER.  Purchaser shall not sell, transfer, pledge,\nhypothecate or otherwise dispose of any Shares which remain subject to the\nRepurchase Option.\n\n     8.0  ESCROW.  As security for the faithful performance of the terms of this\nAgreement and to ensure the availability for delivery of Purchaser's Shares upon\nexercise of the Repurchase Option herein provided for, Purchaser agrees to\ndeliver to and deposit with Wise &amp; Shepard LLP, attorneys for Company, or such\nother person designated by Company, as escrow agent in this transaction ('Escrow\nAgent'), two stock assignments duly endorsed (with date and number of Shares\nleft blank) in the form attached hereto as EXHIBIT A, together with the\ncertificate or certificates evidencing the Shares.  Said documents are to be\nheld by the Escrow Agent and delivered by the Escrow Agent pursuant to the Joint\nEscrow Instructions of Company and Purchaser set forth in EXHIBIT B attached\nhereto and incorporated by this reference; said instructions shall also be\ndelivered to the Escrow Agent upon the execution hereof.\n\n     9.0  STOCK SPLITS, ETC.  If, from time to time during the term of this\nAgreement:\n\n          (a)  there is any stock dividend or liquidating dividend of cash\nand\/or property, stock split or other change in the character or amount of or on\nany of the Shares; or\n\n          (b)  there is any consolidation, merger or sale of all, or\nsubstantially all, of the assets of Company;\n\nthen, in such event, any and all new, substituted or additional securities or\nother property, if any, to which Purchaser is entitled by reason of his\nownership of the Shares shall be immediately subject to this Agreement and be\nincluded in the term the 'Shares' for all purposes with the same force and\neffect as the Shares presently subject to the Repurchase Option and other terms\nof this Agreement.  While the aggregate Purchase Price pursuant to the\nRepurchase Option for the Unvested Shares shall remain the same after each such\nevent, the Purchase Price per Share of the Unvested Shares upon exercise of the\nRepurchase Option shall be appropriately adjusted.\n\n\n                                        3\n\n\n\n     10.0 LEGENDS ON SHARES.  Each certificate representing the Shares shall\nhave conspicuously printed on it the following legends, among other legends:\n\nTHIS SECURITY HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER\nTHE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), OR THE SECURITIES LAWS OF\nTHE VARIOUS STATES, AND HAS BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM\nTHE ACT, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDER\nTHEREOF AT ANY TIME, EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT,\nFILED UNDER THE ACT COVERING THE SECURITY, OR (2) UPON DELIVERY TO COMPANY OF AN\nOPINION OF COUNSEL SATISFACTORY TO COMPANY THAT THIS SECURITY MAY BE TRANSFERRED\nWITHOUT REGISTRATION.\n\nSALE, TRANSFER, OR HYPOTHECATION OF THIS SECURITY IS RESTRICTED BY THE\nPROVISIONS OF A RESTRICTED STOCK PURCHASE AGREEMENT ENTERED INTO BY COMPANY AND\nTHIS SHAREHOLDER (INCLUDING RIGHTS OF FIRST REFUSAL), A COPY OF WHICH IS ON FILE\nAT THE PRINCIPAL OFFICE OF COMPANY, AND ALL OF THE PROVISIONS OF WHICH ARE\nINCORPORATED HEREIN.\n\n  11.0 INVESTMENT REPRESENTATIONS.  As an inducement to Company to issue the\nShares to Purchaser, and in order to establish the suitability for Purchaser of\nsuch an investment, Purchaser hereby makes the following representations and\nwarranties, and authorizes Company to rely upon the same:\n\n       (a)  INVESTMENT INTENT.  The Purchaser is aware of and familiar with\nCompany's business affairs and financial condition and has acquired sufficient\ninformation about Company to reach a knowledgeable and informed decision to\nacquire the Shares.  The Purchaser is acquiring the Shares for his own account\nand not with a view to or for sale in connection with any distribution of the\nShares.\n\n       (b)  RELATIONSHIP.  The Purchaser has either a preexisting personal or\nbusiness relationship with Company or its partners, officers, directors or\ncontrolling persons.\n\n       (c)  EXPERIENCE.  The Purchaser and\/or his professional advisors who are\nnot compensated by or affiliated with Company or a selling agent of Company\n('Representatives'), if any, have such business or financial experience so that\nPurchaser has the capacity to protect his own interests in connection with the\npurchase of Shares hereunder.\n\n       (d)  RISKS.  The Purchaser understands that an investment in Company is\nspeculative, that any possible profits therefrom are uncertain, and that he must\nbear the economic risks of the investment in Company for an indefinite period of\ntime.  The Purchaser is able to bear these economic risks and to hold the Shares\nfor an indefinite period.\n\n                                        4\n\n\n       (e)  INFORMATION.  The Purchaser and his Representatives, if any, have\nreceived all information and data with respect to Company which Purchaser or his\nRepresentatives have requested and have deemed relevant in connection with an\nevaluation of the merits and risks of this investment in Company, and do not\ndesire any further information or data with respect to Company prior to the\npurchase of the Shares.\n\n       (f)  DOMICILE.  The Purchaser is a bona fide resident and domiciliary,\nnot a temporary transient resident, of and has his principal residence in the\nState of California, and does not have any present intention of moving his\nprincipal residence from California.\n\n       (g)  SECURITIES LAWS.  The Purchaser understands that the Shares have\nnot been registered under the Securities Act of 1933, as amended (the '1933\nAct'), in reliance on certain exemptions from registration provided by the\nSecurities and Exchange Commission (including that of Rule 701 for issuances\nunder compensatory benefit arrangements); and that the Shares have not been\nregistered under the 'blue sky' laws of any state, including that the Shares\nhave not been qualified or a permit obtained for issuance of securities from the\nCalifornia Department of Corporations or any other agency of the State of\nCalifornia.\n\n       (h)  TRANSFERS.  The Purchaser understands that the Shares may have to\nbe held indefinitely unless they are subsequently registered under the 1933 Act\nand qualified or registered under other applicable securities laws, rules and\nregulations, or unless an exemption from such qualification or registration is\navailable.\n\n       (i)  LEGENDS.  The Purchaser understands and agrees that (i) the legends\nset forth in Section 10 will be placed on certificate(s) evidencing the Shares\nand on certificate(s) issued to permitted transferees; (ii) the stock records of\nCompany will be noted with respect to such restrictions; (iii) Company will not\nbe under any obligation to register the Shares or to comply with any exemption\navailable for sale of the Shares without registration; and (iv) the information\nor conditions necessary to permit routine sales of securities of Company under\nRule 144 of the 1933 Act are not now available and it is not likely that they\nwill become available.\n\n       (j)  FURTHER LIMITATIONS ON DISPOSITION.  Without in any way limiting\nPurchaser's representations set forth above, Purchaser further agrees that he or\nshe shall in no event make any disposition of all or any portion of the Shares,\nunless and until:\n\n            i.   (A) There is then in effect a Registration Statement under the\n1933 Act covering such proposed disposition and such disposition is made in\naccordance with said Registration Statement; or (B) (1) Purchaser shall have\nnotified Company of the proposed disposition and shall have furnished Company\nwith a detailed statement of the circumstances surrounding the proposed\ndisposition, (2) Purchaser shall have furnished Company with an opinion of\nPurchaser's counsel to the effect that such disposition will not require\nregistration of such Shares under the 1933 Act, and (3) such opinion of\nPurchaser's counsel shall have been reasonably concurred in by counsel for\nCompany and Company shall have advised Purchaser of such concurrence;\n\n                                        5\n\n\n            ii.  The Shares proposed to be transferred are no longer subject to\nthe Repurchase Option set forth in Section 3 hereof; and\n\n            iii. Company has declined to exercise its right of first refusal as\nset forth in Section 13 below.\n\n  12.0 VALUATION OF SHARES AND 83(b) ELECTION.\n\n       12.1 VALUATION.  Purchaser understands that the Shares have been valued\nby the Board of Directors of Company and that Company believes this valuation\nrepresents a fair attempt at reaching an accurate appraisal of their worth at\nthe time of sale.  Purchaser understands, however, that Company can give no\nassurances that the Purchase Price is in fact the fair market value of the\nShares and that it is possible that the Internal Revenue Service could\nsuccessfully assert that the value of the Shares on the date of purchase is\ngreater than the value determined by the Board of Directors.  If the Internal\nRevenue Service were to succeed in a tax determination that the Shares had value\ngreater than that upon which the transaction was based, the additional value\nwould constitute ordinary income as of the date of its receipt.  The additional\ntaxes (and interest) due would be payable by Purchaser, and Purchaser\nacknowledges that Company is under no obligation to reimburse or be liable to\nPurchaser for that tax liability, and Purchaser assumes all responsibility for\nsuch additional tax liability, if any.  In the event such additional value would\nrepresent more than twenty-five percent (25%) of Purchaser's gross income for\nthe year in which the value of the Shares was taxable, the Internal Revenue\nService would have six (6) years from the due date for filing the return (or the\nactual filing date of the return if filed thereafter) within which to assess\nPurchaser the additional taxes (and interest) which would then be due.\n\n       12.2 SECTION 83(b) ELECTION.  Purchaser understands that Section 83 of\nthe Internal Revenue Code of 1986, as amended (the 'Code'), taxes as ordinary\nincome the difference between the amount paid for the Shares and the fair market\nvalue of the Shares as of the date any restrictions on the Shares lapse.  In\nthis context, 'restriction' means the right of Company to buy back the Shares\npursuant to the Repurchase Option.  Purchaser understands that if such provision\nis applicable to him he may elect to be taxed at the time the Shares are\npurchased rather than when and as the Repurchase Option expires by filing an\nelection under Section 83(b) of the Code with the Internal Revenue Service\nwithin thirty (30) days from the date of purchase and with his income tax\nreturns for the year to which the 83(b) election pertains.  Even if the fair\nmarket value of the Shares equals the amount paid for the Shares, the election\nmust be made to avoid adverse tax consequences in the future.  Purchaser\nunderstands that the failure to make this filing timely will result in the\nrecognition of ordinary income by Purchaser, as the Repurchase Option lapses, on\nthe difference between the purchase price and the fair market value of the\nShares at the time such restrictions lapse.\n\n       PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER'S SOLE RESPONSIBILITY AND\nNOT COMPANY'S, TO FILE TIMELY THE ELECTION UNDER THE INTERNAL REVENUE CODE\nSECTION 83(b), EVEN IF PURCHASER REQUESTS\n\n                                        6\n\n\nCOMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON PURCHASER'S BEHALF.\n\n  13.0 RIGHT OF FIRST REFUSAL FOR VESTED SHARES.\n\n       (a)  GRANT.  Company is hereby granted the right of first refusal with\nrespect to any proposed sale or other transfer of any Vested Shares.  For\npurposes of this Section 13, the term 'transfer' shall include any assignment,\npledge, encumbrance or other disposition for value of the Vested Shares, but\nshall not include any of the permitted transfers pursuant to the terms of this\nAgreement.\n\n       (b)  NOTICE OF INTENDED DISPOSITION.  In the event Purchaser desires to\naccept a bona fide third-party offer to purchase any or all of the Vested Shares\n(the shares subject to such offer to be hereinafter called the 'Target Shares'),\nPurchaser shall promptly (i) deliver to Company written notice of the offer and\nthe basic terms and conditions thereof, including the proposed purchase price,\nand (ii) provide satisfactory proof that the disposition of the Target Shares to\nthe third-party offeror would not be in contravention of the representations\nmade by Purchaser in Section 11 above.\n\n       (c)  EXERCISE OF RIGHT.  Company (or its assignees) shall, for a period\nof twenty-five (25) days following receipt of the notice of intended disposition\nunder Section 13(b) above, have the right to repurchase any or all of the Target\nShares specified in the notice of intended disposition upon substantially the\nsame terms and conditions specified in such notice.  Such right shall be\nexercisable by written notice given to Purchaser prior to the expiration of the\ntwenty-five (25) day exercise period.  If such right is exercised with respect\nto all the Target Shares specified in the notice of intended disposition,\nCompany (or its assignees) shall effect the repurchase of the Target Shares,\nincluding payment of the purchase price, not more than five (5) business days\nthereafter, except as provided below; and at such time Purchaser shall deliver\nto Company the certificates representing the Target Shares to be repurchased,\neach certificate to be properly endorsed for transfer.  To the extent any of the\nTarget Shares are at any time held in escrow under Section 8 above, the\ncertificates for such shares shall automatically be released from escrow and\nsurrendered to Company for cancellation.  The Target Shares so purchased shall\nthereupon be canceled and cease to be issued and outstanding shares of Company's\nCommon Stock.  However, should the purchase price specified in the notice of\nintended disposition be payable (in whole or in part) in property other than\ncash or evidences of indebtedness, Company (or its assignees) shall have the\nright to make a cash payment in an amount equal to the fair market value of such\nproperty other than cash or evidences of indebtedness, in lieu of making payment\nin the form of such other property.  If the purchase price is payable (in whole\nor in part) in property other than cash or evidences of indebtedness and\nPurchaser and Company (or its assignees) cannot agree on the fair market value\nof such other property within ten (10) days after Company's receipt of the\nnotice of intended disposition, the valuation shall be made by an appraiser of\nrecognized standing selected by Purchaser and Company (or its assignees) or, if\nthey cannot agree on an appraiser within twenty (20) days after Company's\nreceipt of such notice, each shall select an appraiser of recognized standing\nand the two appraisers shall designate a third appraiser of recognized standing,\nwhose appraisal shall be determinative of such value.  The\n\n                                        7\n\n\nclosing of Company's purchase of stock under this Section 13 shall be held on\nthe LATER of (i) the fifth business day following Company's (or its assignees')\nexercise of its repurchase rights hereunder or (ii) the fifteenth day after such\ncash valuation is made.\n\n       (d)  NON-EXERCISE OF RIGHT.  In the event Company does not give\nPurchaser written notice of its intent to exercise its right of first refusal\nwithin twenty-five (25) days following the date of Company's receipt of the\nnotice of intended disposition under Section 13(b), Purchaser shall, for a\nperiod of thirty (30) days thereafter, have the right to sell or otherwise\ndispose of the Target Shares upon terms and conditions (including the purchase\nprice) no more favorable to the third party purchaser than those specified in\nthe notice of intended disposition given to Company; PROVIDED, HOWEVER, that any\nsuch sale or disposition must not be effected in contravention of the\nrepresentations made by Purchaser in Section 11 above.  To the extent any of the\nTarget Shares are at the time held in escrow under Section 8 above, the\ncertificates for such shares shall automatically be released from escrow and\nsurrendered to Purchaser.  The third-party purchaser shall acquire the Target\nShares free and clear of all the terms and provisions of this Agreement.  In the\nevent Purchaser does not sell or otherwise dispose of the Target Shares within\nthe specified thirty (30) day period, Company's right of first refusal shall\ncontinue to be applicable to any subsequent disposition of the Target Shares by\nPurchaser until such right lapses in accordance with Section 13(e) below.\n\n       (e)  LAPSE.  Company's right of first refusal under this Section 13\nshall lapse and cease to have effect upon the EARLIER of (i) the date Company\nfirst becomes subject to the periodic reporting requirements under the\nSecurities Exchange Act of 1934, as amended, (ii) a determination is made by\nCompany's Board of Directors that a public market exists for the outstanding\nshares of Company's Common Stock, and (iii) any merger or other reorganization\nof Company into a successor corporation or other business entity in which\nCompany is not the surviving business entity or corporation.\n\n       (f)  RESTRICTIVE LEGEND.  Until such time as Company's right of first\nrefusal lapses and ceases to have effect pursuant to the provisions of this\nSection 13, the stock certificate for the Shares shall be endorsed with the\nfollowing additional legend:\n\n  'The shares represented by this certificate may not be sold, assigned,\ntransferred, pledged or encumbered, except in conformity with the terms of the\nRestricted Stock Purchase Agreement between Company and the registered holder of\nthe shares (or his predecessor in interest).  Such agreement grants certain\nrights of first refusal to Company (or its assigns) upon the sale, assignment,\ntransfer, pledge or encumbrance of the shares.  A copy of such agreement is on\nfile at the principal office of Company.'\n\n  14.0 VOID TRANSFERS.  Purchaser, as a condition to purchasing the Shares,\nshall not sell, transfer or pledge any Shares subject to the restriction on\ntransfer described in Section 7, other than in the manner expressly permitted in\nthis Agreement, and any such sale, transfer or pledge of the Shares in violation\nof this Agreement shall be void.  Company shall not be required (i) to transfer\non its books any Shares which shall have been sold or transferred in violation\nof this\n\n\n                                        8\n\n\nAgreement, or (ii) to treat as the owner of such Shares, or to accord the right\nto vote as such owner or to pay dividends to any transferee to whom such Shares\nshall have been so transferred.\n\n  15.0 NOTICE OF TAX ELECTION AND DISPOSITION OF SHARES.  If Purchaser makes\nany tax election relating to the treatment of the Shares under the Internal\nRevenue Code of 1986, as amended, at the time of such election Purchaser shall\npromptly notify Company of such election.\n\n  16.0 RELATED TRANSFEREES.  Notwithstanding any provision to the contrary\ncontained in this Agreement, Purchaser shall not be under any restrictions as to\nthe transfer by him of any or all of the Vested Shares to his Related\nTransferees (as defined herein) provided that each such Related Transferee shall\nfirst (i) execute a written consent to be bound by the restrictions on transfer\nimposed under this Agreement, in form and substance satisfactory to Company, and\n(ii) deliver a duplicate original of such consent to Company; provided, however,\nthat no Vested Shares shall be transferred unless all such Vested Shares shall\nhave been paid for in full and no indebtedness is outstanding to Company with\nrespect to any such Vested Shares.  For purposes of this Agreement, the term\n'Related Transferees' of Purchaser shall consist of Purchaser's spouse, his\nadult lineal descendants, the adult spouses of his adult lineal descendants and\ntrusts for the benefit of Purchaser, his spouse and\/or any of his lineal\ndescendants.  In the event of any such transfer by Purchaser to his Related\nTransferees of all or any part of the Vested Shares (or in the event of any\nsubsequent transfer by any such Related Transferees to any other Related\nTransferees of Purchaser), such Related Transferees shall receive and hold the\ntransferred Vested Shares subject to the terms of this Agreement and the rights\nand obligations of Purchaser hereunder as though the Vested Shares were still\nowned by Purchaser, and shall together with Purchaser continue to be deemed to\nbe the 'Purchaser' for purposes of this Agreement, including, without\nlimitation, restrictions on the transfer of Shares contained in this Agreement.\nThere shall be no further transfer of the Shares by any Related Transferees\nexcept between and among such Related Transferees, Purchaser and other Related\nTransferees of Purchaser, or as otherwise permitted in this Agreement.\n\n  17.0 'MARKET STAND-OFF'.  In connection with the first underwritten\nregistration of the offering of the Common Stock of Company, Company (or a\nrepresentative of the underwriter) may require that Purchaser not sell or\notherwise transfer or dispose of any Shares not registered under the 1933 Act\nduring a period (not to exceed one hundred eighty (180) days) following the\neffective date of the registration statement of Company filed under the 1933\nAct, provided that all officers and directors of Company enter into similar\nagreements.\n\n  18.0 ATTORNEYS' FEES.  In the event either party shall commence any action or\nproceeding against the other party by reason of any breach or claimed breach in\nthe performance of any of the terms or conditions of this Agreement or to seek a\njudicial declaration of rights under this Agreement, the prevailing party in\nsuch action shall be entitled to recover reasonable attorneys' fees and costs\nfrom the non-prevailing party.\n\n  19.0 CONTROLLING LAW.  This Agreement is entered into and to be performed in\nCalifornia, and it shall be interpreted and enforced under, and all questions\nrelating thereto shall be determined in accordance with the laws of the State of\nCalifornia.\n\n                                        9\n\n\n  20.0 WAIVER.  No waiver of any provision of this Agreement shall be deemed or\nshall constitute a waiver of any other provision, whether or not similar, nor\nshall any waiver constitute a continuing waiver.  No waiver shall be binding\nunless executed in writing by the party making the waiver.\n\n  21.0 PARTIAL INVALIDITY.  The illegality, invalidity or unenforceability of\nany provision of this Agreement under the law of any jurisdiction shall not\naffect its legality, validity or enforceability under the law of any other\njurisdiction nor the legality, validity or enforceability of any other\nprovision.\n\n  22.0 ENTIRE AGREEMENT.  This Agreement, together with its Attachments and\nExhibits, is intended by the parties as a final expression of their agreement\nand as a complete and exclusive statement of the terms of their agreement with\nrespect to its subject matter.  This Agreement may not be contradicted by\nevidence of any prior or contemporaneous agreement, oral or written, and this\nAgreement may not be explained or supplemented by evidence of consistent\nadditional terms.  This Agreement supersedes, merges, and voids all prior\nrepresentations, statements, negotiations, understandings, proposed agreements,\nand other agreements, written or oral, relating to its subject matter.\n\n  23.0 AMENDMENTS.  This Agreement may not be amended, modified or supplemented\nexcept by a writing executed by both parties.\n\n  24.0 COUNTERPARTS.  This Agreement may be signed in any number of\ncounterparts, each an original but all one and the same instrument.\n\n  25.0 SUCCESSORS AND ASSIGNS.  This Agreement shall inure to the benefit of\nthe successors and assigns of Company and any successors and permitted assigns\nof Purchaser, and shall be binding upon the successors and assigns of Company\nand of Purchaser, including any executors, administrators or other legal\nrepresentatives of Purchaser.\n\n  26.0 NOTICES.  Any notice or other communication required or permitted under\nthis Agreement shall be in writing and either personally delivered or deposited\nin the first class United States mail, prepaid, certified or registered, return\nreceipt requested, addressed as follows:\n\n       (a)  If to Company:\n\n                      Macrovision Corporation\n                      1341 Orleans Drive\n                      Sunnyvale, California 94089\n                      Attn:  President\n\n            with a copy to:\n\n                                       10\n\n\n                      Wise &amp; Shepard LLP\n                      3030 Hansen Way, Suite 100\n                      Palo Alto, California 94304\n                      Attn: David W. Herbst, Esq.\n\n       (b)  If to Purchaser:\n\n                      Victor Viegas\n                      99 James Avenue\n                      Atherton, CA  94027\n\n  Notice shall be deemed to have been given upon receipt.  Either party may\nchange its address by giving written notice of such change to the other party in\nthe manner provided in this Section.\n\n\n  27.0 CONSENT OF SPOUSE.  If Purchaser is married, Purchaser shall obtain the\nsignature of Purchaser's spouse as set forth on the Consent of Spouse form which\nis attached to this Agreement.  Purchaser's failure to obtain such consent shall\nconstitute a representation by Purchaser, on which Company shall rely, that\nPurchaser is unmarried and that Purchaser has sole authority with respect to\nPurchaser's actions regarding the Shares.\n\n  28.0 NO IMPLIED EMPLOYMENT TERM.  Nothing in this Agreement shall affect in\nany manner whatsoever the right or power of Company to terminate Purchaser's\nemployment with Company, or Purchaser's ability to quit Company's employment,\nwith or without cause, at any time.\n\n  IN WITNESS WHEREOF, the parties have executed this Agreement effective as of\nthe date first above written.\n\n  PURCHASER:              MACROVISION CORPORATION\n\n\n  \/s\/ Victor Viegas        By: \/s\/ W. A. Krepick\n  ----------------------      ----------------------------\n  VICTOR VIEGAS            Title: President\n                                  ------------------------\n\n\n\n                                       11\n\n\n\nATTACHMENTS TO THIS AGREEMENT:\n\nConsent of Spouse\nSection 83(b) Tax Election\n\nEXHIBITS TO THIS AGREEMENT:\n\nExhibit A - Assignments Separate from Certificate\nExhibit B - Joint Escrow Instructions\nExhibit C - Promissory Note\nExhibit D - Stock Pledge Agreement\n\n\n\n\n\n\n\n\n\n\n\n                                       12\n\n\n\n                                CONSENT OF SPOUSE\n\n\n  The undersigned spouse of Purchaser agrees that my interest, if any, in the\nstock subject to the foregoing Restricted Stock Purchase Agreement between\nPurchaser and Company shall be irrevocably bound by such Agreement and further\nunderstands and agrees that my community property interest, if any, shall be\nsimilarly bound by such Agreement.  The undersigned spouse further agrees\nPurchaser's actions, omissions, and\/or deeds with respect to the Shares,\nincluding the execution of any and all documents by Purchaser, shall bind the\nundersigned irrevocably, the same as if the undersigned had executed such\ndocument or performed such action, omission and\/or deed and further that any\nthird party, including, but not limited to, Company, shall be entitled to rely\nupon same.\n\n                           Spouse of Purchaser\n\n                           \/s\/ Loren Viegas\n                           ------------------------------------\n                           (signature)\n\n                           Name: \/s\/ Loren Viegas\n                                -------------------------------\n                                     (print)\n\n\n\n\n\n\n\n\n\n\n                           SECTION 83(b) TAX ELECTION\n\n  This statement is being made under Section 83(b) of the Internal Revenue\nCode, pursuant to Treas. Reg. Section 1.83-2.\n\n(1)    The taxpayer who performed the services is:\n\n  Name:     Victor Viegas\n            ------------------------------------------------\n  Address:  99 James Avenue\n            ------------------------------------------------\n            Atherton, CA  94027\n            ------------------------------------------------\n                               -----------------------------\n\n(2)    The property with respect to which the election is being made is one\nhundred five thousand (105,000) shares of the common stock of Macrovision\nCorporation, a California corporation.\n\n(3)    The property was issued on June 7, 1996.\n\n(4)    The taxable year in which the election is being made is the calendar\nyear 1996.\n\n(5)    The property is subject to a repurchase right pursuant to which the\nissuer has the right to acquire the property at the original purchase price if\nfor any reason taxpayer's employment with the issuer is terminated.  The\nissuer's repurchase right lapses with respect to the property (unvested shares\nvest) over a three year period.\n\n(6)    The fair market value at the time of transfer (determined without regard\nto any restriction other than a restriction which by its terms will never lapse)\nis One Dollar and Fifty Cents ($1.50) per share.\n\n(7)    The amount paid for such property is One Dollar Fifty Cents ($1.50) per\nshare.\n\n(8)    A copy of this statement was furnished to Macrovision Corporation for\nwhom taxpayer rendered the services underlying the transfer of property.\n\n(9)    This statement is executed as of June 27, 1996.\n\n\n                                Victor Viegas\n------------------------------  ------------------------------\nSpouse (if any)                 Taxpayer\n\nThis form must be filed with the Internal Revenue Service Center with which\ntaxpayer files his\/her Federal income tax returns.  The filing must be made\nwithin thirty (30) days after the execution date of the Stock Purchase\nAgreement.\n\n\n\n\n\n                                                                   Exhibit 10.07\n\n                              JOINT ESCROW INSTRUCTIONS\n\n\n    These Joint Escrow Instructions are entered into as of June 7, 1996.\n\n                                       RECITALS\n\n    MACROVISION CORPORATION, a California corporation ('Company'), and the\nundersigned purchaser of stock ('Purchaser') desire to appoint Wise &amp; Shepard\nLLP, a Partnership including Professional Corporations, or any such other person\nso designated by Company as their agent ('Agent') with respect to certain\ncertificate(s) evidencing shares of Company's common stock purchased pursuant to\nthe Restricted Stock Purchase Agreement (the 'Agreement'), dated the date\nhereof, to which a copy of these Joint Escrow Instructions is attached as\nEXHIBIT B.\n\n                                 ESCROW INSTRUCTIONS\n\n    Company and Purchaser hereby authorize and direct Agent to hold the\ndocuments and certificate(s) delivered to Agent pursuant to these Escrow\nInstructions and to take the following actions with respect thereto, and Company\nand Purchaser hereby agree as follows:\n\n    1.   Purchaser hereby delivers and\/or agrees to deliver to Agent\nPurchaser's certificate(s) evidencing the stock purchased under the Stock\nPurchase Agreement ('Stock') and an Assignment Separate from Certificate\nexecuted in blank.  Purchaser irrevocably authorizes Company to deposit with\nAgent any certificates evidencing shares of Company's stock acquired by\nPurchaser pursuant to the Agreement.\n\n    2.   The provisions of these Escrow Instructions shall apply for so long as\nthe Stock is subject to the Repurchase Option set forth in the Agreement (the\n'Repurchase Rights') and\/or any balance of principal and\/or interest remains\nunpaid on the Promissory Note (the form of which is attached as EXHIBIT C to the\nStock Purchase Agreement) issued by Purchaser to Company for the purchase of the\nStock.  Upon termination of Company's Repurchase Rights pursuant to the\nAgreement and payment of the Promissory Note in full, this escrow shall\nterminate.\n\n    3.   In the event Company shall elect to exercise any of the Repurchase\nRights, Company shall give to Purchaser and Agent a written notice (the\n'Repurchase Notice') which states (a) the terms and conditions of such purchase,\ndetermined in accordance with the provisions of the Agreement, and (b) a time\nand date for a closing hereunder at the principal office of Company.  Purchaser\nand Company hereby irrevocably authorize and direct Agent to close the\ntransaction contemplated by the Repurchase Notice in accordance with the terms\nof the Repurchase Notice.  At the closing, Agent shall deliver the\ncertificate(s) evidencing the shares of Stock to be transferred to Company\nagainst the simultaneous delivery by Company to Agent of the consideration, if\nany, for the number of shares of Stock being thus purchased.  The balance of\n\n\n                                          B1\n\n\n\nany such shares and the consideration so received shall be retained by Agent and\nheld in accordance with these Escrow Instructions.\n\n    4.   Company may at any time release some or all of the Stock from the\nprovisions of these Escrow Instructions by giving written notice to Purchaser\nand Agent directing delivery to Purchaser of the shares of Stock to be released.\n\n    5.   To facilitate the exercise of any of the Repurchase Rights, the\nexercise of Company's rights as a secured party under the Stock Pledge Agreement\nattached as EXHIBIT D to the Stock Purchase Agreement, and the performance of\nthese instructions, Purchaser does hereby constitute and appoint Agent as\nPurchaser's attorney-in-fact and agent for the term of this escrow to execute\nwith respect to such securities all stock certificates, stock assignments or\nother instruments which shall be necessary or appropriate to make such\nsecurities negotiable and complete any transaction herein contemplated,\nincluding Company's exercise of its rights as a secured party.  Purchaser\nunderstands that such appointment is coupled with an interest and is\nirrevocable.  Subject to the provisions of this Agreement, Purchaser shall\nexercise all rights and privileges of a stockholder of Company while the Stock\nis held by Agent; provided, however, Purchaser may not sell, transfer, dispose\nof or in any manner encumber any shares of the Stock while such shares of Stock\nare held by Agent hereunder.\n\n    6.   If at the time of termination of this escrow, Agent shall have in its\npossession any documents, securities, or other property belonging to Purchaser,\nAgent shall deliver all of same to Purchaser and shall be discharged of all\nfurther obligations hereunder.\n\n    7.   Agent's duties hereunder may be altered, amended, modified or revoked\nonly by a writing signed by Company and Purchaser, and approved by Agent.\n\n    8.   Agent shall not be personally liable for any act Agent may do or omit\nto do hereunder as escrow agent, agent for Company, or attorney-in-fact for\nPurchaser while acting in good faith and in the exercise of Agent's own good\njudgment, and any act done or omitted by Agent pursuant to the advice of Agent's\nown attorneys shall be conclusive evidence of such good faith.\n\n    9.   Agent is hereby expressly authorized to disregard any and all warnings\nby any of the parties hereto or by any other person, firm, corporation, or other\nentity, excepting only orders or process of courts of law, and is hereby\nexpressly authorized to comply with and obey orders, judgments or decrees of any\ncourt.  In the event Agent obeys or complies with any such order, judgment or\ndecree of any court, Agent shall not be liable to any of the parties hereto or\nto any other person, firm, corporation, or other entity by reason of such\ncompliance notwithstanding that any such order, judgment or decree shall be\nsubsequently reversed, modified, annulled, set aside, vacated or found to have\nbeen entered without jurisdiction.\n\n    10.  Agent shall not be liable in any respect on account of the identity,\nauthorities or rights of the parties executing or delivering or purporting to\nexecute or deliver any agreements or\n\n\n                                          B2\n\n\n\ndocuments called for by the Agreement or any documents or papers deposited or\ncalled for hereunder.\n\n    11.  Agent shall not be liable for the barring of any rights under the\nStatute of Limitations with respect to these Escrow Instructions or any\ndocuments deposited with Agent.\n\n    12.  Agent may resign from its duties hereunder at any time upon written\nnotice to Company and Purchaser and delivery of all documents and certificates\nheld in this escrow to the successor escrow agent.  If a successor escrow agent\nhas not been appointed within thirty (30) days, Agent may deliver all such\ndocuments and certificates to Company, at which time, all further\nresponsibilities and duties of Agent shall cease.\n\n    13.  If prior to the termination of these Escrow Instructions Agent shall\nresign or otherwise cease to operate as escrow agent, a successor escrow agent\nshall be designated by the Board of Directors of Company.  The Board of\nDirectors of Company may, at any time, substitute another party in Agent's place\nas escrow agent hereunder, and Purchaser hereby expressly accepts such\nsubstitution.\n\n    14.  Any notices required or permitted hereunder shall be in writing and\nshall be deemed effectively given if delivered personally upon receipt, if\nmailed by registered or certified mail (return receipt requested), first-class\npostage prepaid, or transferred via telex or facsimile, to the parties at the\nfollowing addresses (or at such other address for a party as shall be specified\nby like notice):\n\n         (a)  if to Company, to:\n\n              MACROVISION CORPORATION\n              1341 Orleans Drive\n              Sunnyvale, CA  94089\n              Attn:  President\n\n         (b)  if to Purchaser, to:\n\n              Mr. Victor Viegas\n              99 James Avenue\n              Atherton, CA  94027\n\n         (c)  if to Agent, to:\n\n              Wise &amp; Shepard LLP\n              3030 Hansen Way, Suite 100\n              Palo Alto, California  94304\n              Attn:  David W. Herbst, Esq.\n\n\n\n                                          B3\n\n\n\n    15.  The provisions of these Escrow Instructions shall inure to the benefit\nof and be binding upon the parties hereto and their respective heirs, executors,\nadministrators, successors and assigns.\n\n    16.  This Agreement shall be governed by and construed in accordance with\nthe laws of the State of California, without giving effect to the conflict of\nlaw principles thereof.\n\n    17.  By signing these Escrow Instructions, Agent becomes a party hereby\nonly for the purpose of said Escrow Instructions; Agent does not become a party\nto the Agreement.\n\n    18.  Agent shall be entitled to reimbursement by Company for reasonable\ncosts and expenses incurred in connection with the performance of the services\nprovided for herein.\n\n    19.  These Escrow Instructions contain the entire understanding of Company\nand Purchaser, and there are no other contracts, agreements, understandings,\nrepresentations, warranties, or covenants with respect to the subject matter\ncontained herein.\n\n    IN WITNESS WHEREOF, Company and Purchaser have executed these Escrow\nInstructions as of the date first above written.\n\n                                  COMPANY:\n\n                                  MACROVISION CORPORATION\n\n\n                                  By: \/s\/William A. Krepick\n                                      ------------------------------\n                                     William A. Krepick, President\n\n                                  PURCHASER:\n\n\n                                      \/s\/  Victor Viegas\n                                      ------------------------------\n                                       VICTOR VIEGAS\n\n                                  ESCROW AGENT:\n\n                                  WISE &amp; SHEPARD LLP\n\n\n                                  By:\/s\/ David W. Herbst\n                                      ------------------------------\n                                     David W. Herbst, Partner\n\n\n\n                                          B4\n\n\n\n\n                             STOCK PLEDGE AGREEMENT\n\n\n  In consideration of the loan which Macrovision Corporation, a California\ncorporation ('Company'), having its principal offices at 1341 Orleans Drive,\nSunnyvale, California 94089 has on this day extended to the undersigned and as\nsecurity for the payment of that certain promissory note ('Note') in the\nprincipal sum of One Hundred Fifty-Seven Thousand Five Hundred Dollars\n($157,500.00) payable to Company which the undersigned has on this day executed\nto evidence such loan, the undersigned hereby grants Company a security interest\nin, and assigns, transfers to and pledges with the Company, the following\nsecurities and other property:\n\n       (i)  One hundred five thousand (105,000) shares of Company's Common\nStock which were acquired by the undersigned on June 7, l996 and which have on\nthis day been delivered to and deposited with Company;\n\n       (ii)  any and all new, additional or different securities subsequently\ndistributed with respect to the shares identified in (i) above which are to be\ndelivered to and deposited with Company pursuant to the requirements of Section\n3 of this Stock Pledge Agreement (the 'Agreement');\n\n       (iii) any and all other property and money which is delivered to or\ncomes into the possession of Company pursuant to the terms and provisions of\nthis Agreement; and\n\n       (iv)  the proceeds of any sale, exchange or disposition of the property\nand securities described in clauses (i), (ii) or (iii) above.\n\n  All securities, property and money so assigned, transferred to and pledged\nwith Company shall be herein referred to as the 'Collateral.'  Company shall\nhold the Collateral in accordance with the following terms and provisions:\n\n  l.   WARRANTIES.  The undersigned hereby warrants that the undersigned is the\nowner of the Collateral and has the right to pledge the Collateral and that the\nCollateral is free from liens, adverse claims and other security interests,\nexcept as provided in the Restricted Stock Purchase Agreement, of even date\nherewith, between the undersigned and Company, to which this Agreement is\nattached as EXHIBIT B ('Purchase Agreement').\n\n  2.   RIGHTS AND POWERS.  Company may, without obligation to do so, exercise\nat any time and from time to time one or more of the following rights and powers\nwith respect to any or all of the Collateral:\n\n  (a)  accept in its discretion, but subject to the limitations of Section 7 of\nthis Agreement, other property of the undersigned in exchange for all or part of\nthe Collateral and release Collateral to the undersigned to the extent necessary\nto effect such exchange,\n\n                                       D1\n\n\n\nand in such event the money, property or securities received in the exchange\nshall be held by Company as substitute security for the Note and all other\nindebtedness secured hereunder;\n\n  (b)  perform such acts as are necessary to preserve and protect the\nCollateral and the rights, powers and remedies granted with respect to such\nCollateral by this Agreement; and\n\n  (c)  transfer record ownership of the Collateral to Company or its nominee\nand receive, endorse and give receipt for, or collect by legal proceedings or\notherwise, dividends or other distributions made or paid with respect to the\nCollateral, provided and only if there exists at the time an outstanding event\nof default under Section 8 of this Agreement.\n\n  Expenses reasonably incurred in the exercise of such rights and powers shall\nbe payable by the undersigned to Company and form part of the indebtedness\nsecured hereunder as provided in Section 10 of this Agreement.\n\n  So long as there exists no event of default under Section 8 of this\nAgreement, the undersigned may exercise all shareholder voting rights and be\nentitled to receive any cash distribution with respect to the Collateral.\nAccordingly, until such time as an event of default occurs under this Agreement,\nall proxy statements and other shareholder materials shall be delivered to the\nundersigned at the address indicated below.\n\n  3.   DUTY TO DELIVER.  Any new, additional or different securities which may\nnow or hereafter become distributable with respect to the Collateral by reason\nof a stock dividend, stock split or reclassification of the capital stock of\nCompany or by reason of a merger, consolidation or other reorganization\naffecting the capital structure of Company shall, upon receipt by the\nundersigned, be promptly delivered to and deposited with Company as part of the\nCollateral hereunder.  Such securities shall be accompanied by one or more\nproperly endorsed stock power assignments.\n\n  4.   CARE OF COLLATERAL.  Company shall exercise reasonable care in the\ncustody and preservation of the Collateral, but shall have no obligation to\ninitiate any action with respect to, or otherwise inform the undersigned of, any\nconversion, call, exchange right, preemption right, subscription right, purchase\noffer or other right or privilege relating to or affecting the Collateral.\nCompany shall have no duty to preserve the rights of the undersigned against\nadverse claims or to protect the Collateral against the possibility of a decline\nin market value.  Company shall not be obligated to take any action with respect\nto the Collateral requested by the undersigned unless the request is made in\nwriting and Company determines that the requested action will not unreasonably\njeopardize the value of the Collateral as security for the Note.\n\n  Company may at any time deliver all or part of the Collateral to the\nundersigned, and the receipt thereof by the undersigned shall constitute a\ncomplete and full release for\n\n                                       D2\n\n\n\nthe Collateral so delivered.  Company shall accordingly be discharged from any\nfurther liability or responsibility for the delivered Collateral.\n\n  5.   PAYMENT OF TAXES AND OTHER CHARGES.  The undersigned shall pay, prior to\nthe delinquency date, all taxes, liens, assessments and other charges against\nthe Collateral; if undersigned fails to do so, Company may at its election pay\nany or all of such taxes, liens, assessments and charges without contesting the\nvalidity or legality thereof.  Any payments so made by Company under this\nSection 5 shall become part of the indebtedness secured hereunder and shall bear\ninterest at the same rate provided in the Note.\n\n  6.   TRANSFER OF COLLATERAL.  In connection with the transfer or assignment\nof the Note (whether by negotiation, discount or otherwise), if any, Company may\ntransfer all or any part of the Collateral, and the transferee shall thereupon\nsucceed to all the rights, powers and remedies granted Company hereunder with\nrespect to the Collateral so transferred.  Upon such transfer, Company shall be\nfully discharged from all liability and responsibility for the transferred\nCollateral.\n\n  7.   RELEASE OF COLLATERAL.\n\n  (a)  If all indebtedness secured hereunder is either paid in full, the shares\nof Company's Common Stock pledged and deposited by the undersigned hereunder,\ntogether with any additional Collateral which may hereafter be pledged and\ndeposited with Company pursuant to the requirements of Section 3 above, shall to\nthe extent such shares are vested under the Purchase Agreement, be released from\npledge thirty (30) days after such payment in full.\n\n  (b)  If the Collateral becomes in whole or in part comprised of 'margin\nsecurity' within the meaning of Section 207.2(d) of Regulation G of the Federal\nReserve Board ('Regulation G'), then no Collateral shall thereafter be released\nor substituted under this Agreement unless:\n\n       (i)  the amount of indebtedness at the time secured hereunder is not in\nexcess of the maximum loan value (as determined pursuant to the provisions of\nRegulation G) of the Collateral remaining after the release or substitution is\neffected; OR\n\n       (ii) the amount of indebtedness secured hereunder is reduced by at least\nthe amount by which the maximum loan value of the new Collateral (if any)\ndeposited hereunder is less than the maximum loan value of the Collateral to be\nreleased or otherwise withdrawn.\n\n  8.   EVENTS OF DEFAULT.  The occurrence of one or more of the following\nevents shall constitute an event of default under this Agreement:\n\n                                       D3\n\n\n\n  (a)  failure of the undersigned to pay principal or accrued interest when due\nunder the Note;\n\n  (b)  the occurrence of any event of default specified in the Note;\n\n  (c)  the failure of the undersigned to perform any obligation imposed on the\nundersigned by reason of this Agreement; or\n\n  (d)  the breach of any warranty of the undersigned contained in this\nAgreement.\n\n  Upon the occurrence of any such event of default, Company may, at its\nelection, declare the Note and all other indebtedness secured hereunder to\nbecome immediately due and payable and may exercise any or all of the rights and\nremedies granted to a secured party under the provisions of the California\nUniform Commercial Code (as now or hereafter in effect), including (without\nlimitation) the power to dispose of the Collateral by public or private sale or\nto accept the Collateral in full payment of the Note and all other indebtedness\nsecured hereunder.  Any proceeds realized from the disposition of the Collateral\npursuant to the power of sale hereby granted to Company shall first be applied\nto the payment of expenses incurred by Company in connection with the\ndisposition, and the balance shall be applied to the payment of the Note and any\nother indebtedness secured hereunder in such order of application as Company\nshall deem appropriate.  Any surplus proceeds shall be paid over to the\nundersigned.  In the event such proceeds prove insufficient to satisfy all\nindebtedness secured hereunder, then the undersigned shall be personally liable\nfor the deficiency.\n\n  9.   OTHER REMEDIES.  The rights, powers and remedies granted to Company\npursuant to the provisions of this Agreement shall be in addition to all rights,\npowers and remedies granted to Company under any statute or rule of law.  Any\nforbearance, failure or delay by Company in exercising any right, power or\nremedy under this Agreement shall not be deemed to be waiver of such right,\npower or remedy.  Any single or partial exercise of any right, power or remedy\nunder this Agreement shall not preclude the further exercise thereof, and every\nright, power and remedy of Company under this Agreement shall continue in full\nforce and effect until such right, power or remedy is specifically waived by an\ninstrument executed by Company.\n\n  l0.  COSTS AND EXPENSES.  All costs and expenses (including reasonable\nattorneys' fees) incurred by Company in the exercise or enforcement of any\nright, power or remedy granted it under this Agreement shall become part of the\nindebtedness secured hereunder and shall be payable immediately by the\nundersigned, without demand, and until paid, shall bear interest at the rate\nprovided for in the Note.\n\n  ll.  APPLICABLE LAW.  This Agreement shall be governed by and construed in\naccordance with the laws of the State of California, without giving effect to\nthe conflict of\n\n                                       D4\n\n\nlaw principles thereof.  This Agreement shall be binding upon the executors,\nadministrators, heirs and assigns of the undersigned.\n\n  l2.  SEVERABILITY.  If any provision of this Agreement is held to be invalid\nunder applicable law, then such provision shall be ineffective only to the\nextent of such invalidity, and neither the remainder of such provision nor any\nother provisions of this Agreement shall be affected thereby.\n\n\n  IN WITNESS WHEREOF, this Agreement has been executed by the undersigned on\nthis 27 day of June, 1996.\n\n\n                           \/s\/ Victor Viegas\n                           --------------------------------\n                           VICTOR VIEGAS\n\n                 Address:  99 James Avenue\n                           Atherton, CA  94027\n\nAgreed to and Accepted by:\n\nMACROVISION CORPORATION\n\nBy:  \/s\/ W. A. Krepick\n     ----------------------------------------\n     William A. Krepick, President\n\n\n\n                                       D5\n\n\n\n\n                                   PROMISSORY NOTE\n\n\n$157,500.00                                                June 7, 1996         \n                                                           Sunnyvale, California\n\n    FOR VALUE RECEIVED, VICTOR VIEGAS ('Borrower') promises to pay to\nMACROVISION CORPORATION ( the 'Company') or order, at 1341 Orleans Drive,\nSunnyvale, California 94089 or such other place as the Company or holder hereof\nmay from time to time designate, the principal sum of One Hundred Fifty-Seven\nThousand Five Hundred Dollars ($157,500.00).\n\n    1.   INTEREST RATE.  Interest shall accrue on the unpaid principal portion\nof this Note at the rate of six and fifty-eight hundredths percent (6.58%) per\nannum, simple interest.\n\n    2.   PAYMENT SCHEDULE.  Principal and accrued interest, if any, shall be\ndue and payable on June 7, 2001.  Notwithstanding the foregoing, principal and\naccrued interest, if any, shall be due and payable in full thirty (30) days\nafter Borrower ceases to be an employee of Company.\n\n    3.   PREPAYMENT.  Borrower shall have the right to prepay all or any part\nof the unpaid balance hereof at any time, without penalty.\n\n    4.   NO OFFSETS.  Company shall not be entitled to offset any amounts owed\nto Borrower as compensation arising out of Borrower's employment with Company\nagainst the balance owing on this Note at the time of Borrower's termination of\nemployment.\n\n    5.   TAX CONSEQUENCES.  Borrower represents and warrants to Company that\nBorrower has consulted his tax advisers and understands the tax consequences of\nthis Note, and Borrower has not relied on Company, its officers, directors,\nemployees, or attorneys for any tax advice.  Borrower shall make provision for\nand indemnify Company against the payment by Company of or damages incurred by\nCompany with respect to any federal or state withholding taxes required to be\npaid or withheld by Company due to the terms of this Note.\n\n    6.   WAIVERS.  Borrower waives any right of demand, presentment, notice of\nnonpayment, protest or notice of dishonor.\n\n    7.   AMENDMENT OF NOTE.  This Note may be terminated or amended only by\nprior written consent of Company.\n\n    8.   SEVERABILITY.  If for any reason any of the provisions of this Note\nshall be determined to be inoperative or invalid, the validity and effect of the\nother provisions hereof shall not be affected thereby and such other provisions\nshall remain in full force and effect.\n\n\n\n    9.   ATTORNEYS FEES.  In the event an action is brought by Company to\nenforce or to interpret the terms of this Note, the prevailing party in such\naction shall be entitled to its reasonable attorney's fees in addition to any\nother relief to which that party may be entitled.\n\n    10.  GOVERNING LAW.  This Note shall be governed by and construed in\naccordance with the laws of the State of California, without giving effect to\nthe conflict of law principles thereof.\n\n                                  BORROWER:\n\n                                  \/s\/ Victor Viegas\n                                  --------------------------\n                                  VICTOR VIEGAS\n                   Address:       99 James Avenue\n                                  Atherton, CA  94027\n\n\n\n                         ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n    FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto\n_____________________ _____________________ (________) shares of the Common\nStock of MACROVISION CORPORATION, a California corporation, standing in the\nundersigned's name on the books of said corporation represented by Certificate\nNo. ____ herewith, and does hereby irrevocably constitute and appoint Wise &amp; Shepard LLP, as attorney-in-fact, to transfer the said stock on the books of the\nsaid corporation with full power of substitution in the premises.\n\n\n\nDated:                                        \/s\/ Victor Viegas\n      ---------------                       ---------------------\n                                            (signature)\n\n                                            Name: Victor Viegas\n                                                  ----------------\n                                                  (print)\n\n\n\n                         ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n    FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto\n___________________ _________________ (_________) shares of the Common Stock of\nMACROVISION CORPORATION, a California corporation, standing in the undersigned's\nname on the books of said corporation represented by Certificate No. ____\nherewith, and does hereby irrevocably constitute and appoint Wise &amp; Shepard LLP,\nas attorney-in-fact, to transfer the said stock on the books of the said\ncorporation with full power of substitution in the premises.\n\n\n\n\nDated:                                        \/s\/ Victor Viegas\n      ---------------                       --------------------\n                                            (signature)\n\n                                            Name: Victor Viegas\n                                                  ---------------\n                                                  (print)\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-40354","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\/40354","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=40354"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40354"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40354"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40354"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}