ex10-1.htm


    
      
      

       

      
        Exhibit
10.1

      

    

     

    Rovi
Corporation

     

    2010 Senior Executive
Company Incentive Plan

     

     

    I.   INTRODUCTION

     

    a.   The Objective of the 2010 Senior Executive Company Incentive Plan (the
“Plan”) is to (i) enhance stockholder value by promoting strong linkages
between executive contributions and company performance; (ii) support
achievement of the business objectives of Rovi Corporation and its subsidiaries
(the “Company”); and (iii) promote retention of participating employees of
the Company.

     

    b.   Participants:  This plan
applies solely to the Chief Executive Officer and the senior executives
reporting directly to the Chief Executive Officer at Rovi Corporation and its
subsidiaries.

     

    c.   Effective Date:  This
Plan is effective for the fiscal year 2010, beginning January 1, 2010 through
December 31, 2010.  This Plan is limited in time and expires automatically
on December 31, 2010.  All benefits under this Plan are voluntary
benefits.  Participation in this Plan during fiscal year 2010 does not
convey any entitlement to participate in this or future plans or to the same or
similar bonus payment benefits.

     

    d.   Changes in the
Plan:  The Company presently has no plans to change the Plan during
the fiscal year.  However, this plan is a voluntary benefit provided by the
Company and by virtue of the fact that bonuses are not a contractual entitlement
and are paid at the sole discretion of the Company, the Company reserves the
right to modify the Plan, in total or in part, at any time.  Any such
change must be in writing and approved by the Compensation Committee of the
Board of Directors.  The Compensation Committee of the Board of Directors
reserves the right to interpret the Plan document as needed and such
interpretations shall be final, conclusive and binding on all persons, and shall
be given the maximum deference permitted by law.

     

    e.   Entire Agreement:  This
Plan is the entire agreement between the Company and the employee regarding the
subject matter of this Plan and supersedes all prior bonus or commission
incentive plans, whether with Rovi Corporation or any subsidiary or affiliate
thereof, or any written or verbal representations regarding the subject matter
of this Plan.

     

     

    II.   ELIGIBILITY AND
INCENTIVE PLAN ELEMENTS

     

    a.   Eligibility:  The
participants are eligible for the incentive payout if they meet the following
requirements:

     

    	Except as otherwise explicitly set forth in the Participant’s
  Incentive Target Percentage Schedule (as defined in Section II below), are not
  currently on a sales incentive or commission plan or any other significant
  form of variable compensation (such as a services bonus plan)
        
	Have a performance rating of Needs Development or
  above 


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    	Do not have a performance rating of Unsatisfactory at the
  time of calculation
        
	Are not on a performance improvement plan at the time of
  calculation and have not received a written notice of warning or other
  disciplinary action during the year that remains in effect at the time of
  calculation 


    AND

     

    The
participant must be employed in an incentive-eligible position on or before the
first working day of the last fiscal quarter of fiscal year 2010 and must be
employed by the Company on the day the bonus is paid to be eligible for a 2010
incentive payment.  Participants may expect to receive their 2010 incentive
payment on or about the end of February 2011.  Participants in the Plan
with less than one year of service will be eligible for a prorated incentive
amount as set forth in Proration Factor below.  In no event will any
individual accrue any right or entitlement to any incentive under this Plan
unless that individual is employed by the Company on the day the bonus is
paid.  

     

    Any exception
to the above must be approved in writing by the Company’s Compensation
Committee.

     

    b.   The Annual Base Salary
in effect at the end of the fiscal year represents the basis for the
incentive calculation.  Nothing in the Plan, or arising as a result of a
Participant’s participation in the Plan, shall prevent the Company from changing
a Participant’s Annual Base Salary at any time based on such factors as the
Company in its sole discretion determines appropriate.

     

    c.   Incentive Target Percentage is
a percentage level of base salary determined by the employee’s position except
as otherwise approved by the Compensation Committee.  These targets will be
weighted by company and individual performance, and will be set forth in an
Incentive Target Percentage Schedule for each Participant in substantially the
form attached hereto as Schedule A.

     

    d.   Individual Performance Factor (“IPF”)
is based upon the manager’s evaluation of performance and contribution
for the fiscal year.  

     

    e.   Company Performance Factor is
based upon the Company achieving an established worldwide revenue target and a
worldwide operating profit target per the 2010 operating plan approved by the
Board of Directors of the Company.  The applicable targets for fiscal year
2010 can be amended by the Compensation Committee of the Board of Directors at
any time during the fiscal year.  Notwithstanding anything to the contrary
contained herein, the Compensation Committee has the discretion to determine to
pay less than the full amount (including to pay zero percent) of the payout to
which any Participant would otherwise be entitled, which determination shall be
based upon such factors as the Compensation Committee determines appropriate
(including without limitation as a result of the Company’s or a Participant’s
failing to achieve one or more objectives with respect to the fiscal year).
  When the Revenue and Operating Profit percentages fall between the
stated percentages on the matrix, the Performance Factor will be determined
using a straight-line interpolation approach.  If the Company (a) exceeds
120% of Revenue and/or 140% of Operating Profit or (b) does not achieve 85% of
Revenue and/or 85% of Operating Profit, the Company Performance Factor will
be determined using a straight-line extrapolation approach provided however that
the Company Performance factor shall be no greater than 2.00 and provided further the
Company 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Performance factor may be modified at the sole discretion of the
Compensation Committee of the Board of Directors for any reason, including in
the event that such Company Performance is due to an extraordinary or
exceptional circumstance.

     

     

    
      	 	
              120%

            	
              .70

            	
              1.00

            	
              1.20

            	
              1.50

               

            	
              1.75

            	
              2.00

            
	 	
              115%

               

            	
              .70

               

            	
              1.00

               

            	
              1.18

               

            	
              1.44

               

            	
              1.68

               

            	
              1.94

               

            
	 Revenue
      as a % of Goal
	
              110%

               

            	
              .70

               

            	
              1.00

               

            	
              1.16

               

            	
              1.38

               

            	
              1.61

               

            	
              1.88

               

            
	 	
              105%

               

            	
              .70

               

            	
              1.00

               

            	
              1.14

               

            	
              1.32

               

            	
              1.54

               

            	
              1.82

               

            
	 	
              100%

               

            	
              .65

               

            	
              1.00

               

            	
              1.12

               

            	
              1.26

               

            	
              1.47

               

            	
              1.76

               

            
	 	
              85%

               

            	
              .50

               

            	
              0.90

               

            	
              1.10

               

            	
              1.20

               

            	
              1.40

               

            	
              1.70

               

            
	 	
               

               

            	
              85%

               

            	
              100%

               

            	
              110%

               

            	
              120%

               

            	
              130%

               

            	
              140%

               

            


    

     

                                                      Operating Profit as a % of
Goal

     

     

               
Example:                   
Company
Performance

     

                                                   
Actual Revenue is 110% of Goal

                                                   
Actual Operating Profit is 120% of Goal

     

     

                                                   
Company Performance Factor =
1.38

     

     

    f.   CEO Discretionary
Evaluation:  With respect to each Participant other than the CEO,
(1) the “Company Performance Incentive” shall mean the Participant’s Annual Base
Salary times such Participant’s Incentive Target Percentage times the Company
Performance Factor times such Participant’s Company Performance Weighting times
such Participant’s Proration Factor; and (2) the “Individual Performance
Incentive” shall mean the Participant’s Annual Base Salary times such
Participant’s Incentive Target Percentage times such Participant’s Individual
Performance Weighting times such Participant’s Individual Performance Factor
times such Participant’s Proration Factor.  The “Individual Performance
Pool” shall mean the sum of the Individual Performance Incentives for all
Participants other than the CEO.

     

    The CEO has
the discretion to designate an “Actual Individual Performance Pool” equal to up
to three hundred percent (300%) of the Individual Performance Pool. 
Notwithstanding a Participant’s Individual Performance Factor, the CEO has the
discretion to allocate the Actual Individual Performance Pool among Participants
(other than the CEO) based on the CEO’s assessment of each Participant’s
individual performance.  For the avoidance of doubt, this means that a
Participant could receive a Company Performance Incentive payment but the
allocation of the Actual Individual Performance Pool could be greater than,
equal to or less than the Target Individual Performance Incentive for such
Participant. The CEO allocation must be approved by the Compensation Committee
prior to payment to Participants.

     

    The Revenue
Performance Factor for the Executive Vice President, WW Sales & Services
will be based on Revenue targets established by the Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    g.   Discretionary CEO
Incentive:   In addition to the target incentive for the CEO
set forth in Schedule A, the Compensation Committee may award to the CEO a
performance-based discretionary incentive equal to up to two hundred percent
(200%) of the CEO’s Annual Base Salary. 

     

    h.   Transfers and Terminations: 
Any employee who is a participant in the Plan and who transfers to a new
position not governed by this Plan will be eligible on a pro-rata basis for the
applicable period and paid as defined by the Plan.  Employees who transfer
into the Plan from another plan will be subject to proration as well, and
consequently will be eligible to receive an incentive payment based on their
participation in this Plan during fiscal year 2010 applying the Proation Factors
referred to below.  Payments from the Plan are subject to reduction by
advances, unearned commission advances, draws or prorations and appropriate
withholdings.  Any exceptions to the Plan must be in writing and approved
by the Compensation Committee.

     

    A participant
must be employed as of the day the bonus is paid to be eligible for the year-end
incentive.    No incentive shall be deemed earned until the
payment date.  If, prior to a payment date, an employee voluntarily resigns
from employment or the employee’s employment is terminated for cause, the
employee will not be eligible for any incentive payment.  If, prior to a
payment date, an employee is terminated by the Company for reasons other than
for cause, the Compensation Committee shall have absolute discretion to
determine if the employee will remain eligible to receive any bonus payment,
which bonus payment, if awarded, shall be prorated for the portion of the Plan
Year during which employee was employed by the Company.

     

    i.   Proration Factor accounts for
the number of calendar days during the fiscal year that the employee is in the
incentive-eligible position.  For example, the proration factor for an
employee who has been on the Plan the entire year will be 1.00.  For an
employee who has been on the plan for 6 months, the factor will be 0.50. 
Employees in the following situations will have a Proration Factor of less than
1.00:

     

     

    	Participants in the Plan who transferred to a new position
  not covered by the Plan
        
	Employees who transferred from one incentive-eligible
  position to another incentive-eligible position.  Employees in this
  situation will have their incentive prorated based on the length of time in
  each position.
        
	Employees who have been in the Plan less than 12 months (such
  as a new hire)
        
	Employees who have been on a leave of absence of any length
  during the fiscal year
        
	Employees working less than the full time standard work week
  will receive an incentive prorated according to the following schedule:
  


     

    
      	
              Hours
      Worked

               

            	
              Incentive
      Eligibility

               

            
	
              Less than full time > half time
      as defined by standard work week

               

            	
              Prorated according to the
      average number of hours worked

               

            
	
              Less than half time of
      standard work week

               

            	
              Not incentive
      eligible

               

            


    

     

     

    Any modification to the above
schedule must be approved by the Chief Executive Officer, the Chief Financial
Officer and EVP of Human Resources in advance of the year end close
date.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    III.   PRACTICES AND
PROCEDURES

     

     

    a.   Procedure:

     

     

    	A copy of the Plan will be made available to each
  participant.
        
	All incentive payments will be made after all required or
  elected withholdings have been deducted. 


    b.   Governing Law: 
This Plan is governed by the law of  California and the parties
hereby submit to the exclusive jurisdiction of the County of Santa Clara,
California courts.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE A

     

    INCENTIVE
TARGET PERCENTAGE SCHEDULE

     

     

     

    
      	
               

              Position

            	
               

              Target

            	
              Revenue

              Performance

            	
              Company

              Performance

            	
              Individual

              Performance

            
	 	 	 	 	 
	
               [Insert title,
      target and weighting of each factor for the Participant]