Form of Executive Severance and Arbitration Agreement



 Exhibit 10.22 
 FORM OF 
 MACROVISION CORPORATION 
 EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT 
 THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the
“Agreement”) is made and entered into as of
                                     by and between
Macrovision Corporation, a Delaware corporation (the “Company”) and
                                     (“Executive”).

 WHEREAS, the Board of Directors (the “Board”) of the Company has recommended and authorized the Company to enter into a
severance agreement in the form hereof with Executive; and 
 WHEREAS, the Board has determined that, in the event of a possible threatened
or pending sale or other change in control of the Company, it is imperative that the Company and the Board be able to rely upon Executive to continue in Executive’s position, and that the Company be able to receive and rely upon
Executive’s advice, if requested, as to the best interests of the Company and its stockholders without concern that Executive might be distracted by the personal uncertainties and risks created by any such possible transactions; and 

WHEREAS, in connection with the foregoing, Executive may, in addition to Executive’s regular duties, be called upon to assist in the assessment
of any such possible transactions, advise management and the Board as to whether such proposals would be in the best interests of the Company and its stockholders, and to take such other actions as the Board might determine to be appropriate;

 NOW, THEREFORE, to assure the Company that it will have the continued dedication of Executive and the availability of Executive’s
advice and counsel through the occurrence of any Change in Control (as defined in Section 1(b) below) of the Company, and to induce Executive to enter into and remain in the employ of the Company, and for other good and valuable consideration,
the Company and Executive agree as follows: 
 1. Payment of Severance Benefit. 
 (a) In the event that a Change in Control (as hereinafter defined) occurs and, within the period beginning ninety (90) days before
the date of the Change in Control and ending twelve (12) months thereafter, (a) Executive’s employment is terminated by the Company or a Subsidiary (as hereinafter defined) without Cause (as hereinafter defined) or (b) Executive
voluntarily terminates his/her employment with Company and its Subsidiaries with Good Reason (as hereinafter defined), then the Company shall pay to Executive severance pay under this Agreement. Transfer of Executive’s employment from the
Company to a Subsidiary (or to an entity of which the Company is a Subsidiary) or from a Subsidiary to the Company or to another Subsidiary (or to an entity of which the Company is a Subsidiary), by itself shall not be considered a termination of
Executive’s employment. Such severance pay shall be in the form of salary continuation of Executive’s regular base pay in effect ninety (90) days before the time of the Change in Control or at the time of the termination of his
employment, whichever is greater. The Company shall pay such severance pay during the six (6) month period immediately following the date on which Executive’s employment with the Company terminates; provided, however, that, if Executive
commences new employment within such six (6) month period, such severance pay shall cease on the later of (i) the date six (6) months after Executive’s employment with the Company terminates or (ii) the date Executive
commences new employment. 
 (b) “Change in Control” means any of the following events: (i) any
“person” or “group” (as defined in or pursuant to Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) other than the Company, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly (including by holding securities which are exercisable for or convertible into shares of capital stock of the Company), of securities of the Company representing
50% or more of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors; (ii) the Company sells or exchanges, through merger, assignment or otherwise, in one or more
transactions, other than in the ordinary course of business, assets which provided at least seventy percent (70%) of the revenues or pre-tax net income of the Company and its Subsidiaries on a consolidated basis during the most recently
completed fiscal year; or (iii) Continuing Directors cease to constitute at least a majority of the Board. “Continuing Directors” are (A) each director serving on the Board on
                    , and (B) any successor to any such director whose nomination or selection was approved by a majority of the
directors in office at the time of the director’s nomination or selection. Notwithstanding the foregoing, the following events shall not constitute a Change in Control: any acquisition of beneficial ownership pursuant to (i) a
reclassification, however effected, of the 








 
Company’s authorized common stock, or (ii) a corporate reorganization involving the Company or a Subsidiary which does not result in a material
change in the ultimate ownership by the stockholders of the Company (through their ownership of the Company or its successor resulting from the reorganization) of the assets of the Company and its Subsidiaries, but only if such reclassification or
reorganization has been approved by the Board. 
 (c) “Cause” means the occurrence of any one or more of the
following: (i) conviction of any felony or any act of fraud, misappropriation or embezzlement which has an immediate and materially adverse effect on the Company or a Subsidiary; (ii) engaging in a fraudulent act to the material damage or
prejudice of the Company or a Subsidiary or engaging in conduct or activities materially damaging to the property, business or reputation of the Company or a Subsidiary; (iii) failure to comply in any material respect with the terms of any
applicable employment agreement or any written policies or directives of the Board which have an immediate and materially adverse effect on the Company or a Subsidiary and which has not been corrected within 30 days after written notice from the
Company of such failure; (iv) any material act or omission involving malfeasance or negligence in the performance of employment duties which has an immediate and materially adverse effect on the Company or a Subsidiary and which has not been
corrected within 30 days after written notice from the Company; or (v) material breach of any other agreement with the Company, which has an immediate and materially adverse effect on the Company or a Subsidiary and which has not been cured
within 30 days after written notice from the Company of such breach. 
 (d) “Good Reason” means the
occurrence of any of the following without the Executive’s consent: (i) a substantial diminution in the Executive’s status, position or responsibilities, or the assignment to the Executive of any duties or responsibilities that are
inconsistent with the Executive’s status, position or responsibilities; (ii) a material reduction in the Executive’s base salary; or (iii) a relocation of the Executive’s principal place of employment to a new work site
requiring an increase in one-way commute from Executive’s residence of more than thirty-five (35) miles. 
 (e)
“Subsidiary” means (i) any corporation, foreign or domestic, in which the Company directly or indirectly owns 50% or more of the issued and outstanding voting stock on an “as converted basis” or (ii) any
partnership, foreign or domestic, in which the Company owns a direct or indirect interest equal to 50% or more of the outstanding equity interests. 
  

	 	2.	Welfare Benefits. 

 (a) During the
period that Company is obligated to pay Executive severance pay pursuant to Section 1(a) above, or, if sooner, until Executive is entitled to Welfare Benefits (as defined below) under any plan maintained by any entity employing Executive after
Executive’s employment with the Company terminates, Company shall provide to Executive (and his/her spouse and other qualified dependents) all Welfare Benefits that Company provided to Executive (and his/her spouse and qualified dependents)
immediately prior to the Change in Control. For purposes of this Agreement, the term “Welfare Benefits” shall include, without limitation, all life, dental, health, accident and disability benefit plans, other similar welfare plans, and
any equivalent successor policy, plan, program or arrangement that may now exist or be adopted hereafter by the Company or a Subsidiary. Notwithstanding the foregoing, with respect to any Welfare Benefits provided through an insurance policy, the
Company’s obligation to provide such Welfare Benefits following a Change in Control shall be limited by the terms of such policy; provided, however, that (i) the company shall make reasonable efforts to amend such policy to provide the
continued coverage described in this Section 2(a) and (ii) if such policy is not amended to provide the continued benefits described in this Section 2(a), the Company shall pay Executive’s cost of comparable replacement coverage.

 (b) If prior to the Change in Control Executive was required to contribute towards the cost of a Welfare Benefit as a
condition of receiving such Welfare Benefit, the Executive may be required to continue contributing towards the cost of such Welfare Benefit under the same terms and conditions as applied to the Executive immediately prior to the Change in Control
in order to receive such Welfare Benefit. 
 3. Equity Compensation. The Company has granted Executive options to purchase Company
common stock that are currently outstanding, but not yet exercisable in whole or in part, and the Company may grant Executive additional stock options or other forms of equity compensation in the future. The currently outstanding stock options and
any future equity compensation Company grants to Executive are hereinafter referred to as the “Stock Awards.” Notwithstanding the provisions of any agreement(s) pursuant to which the Stock Awards are granted, in the event that a Change in
Control occurs and, within the period beginning ninety (90) days before the date of the Change in Control and ending twelve (12) months thereafter, (a) Executive’s employment is terminated by the Company or a Subsidiary without
Cause or (b) Executive voluntarily terminates his employment with Company and its Subsidiaries with Good Reason, then on the last day of Executive’s employment with the Company and its Subsidiaries, all of the Stock Awards held by
Executive shall become fully vested and exercisable. 
 4. Other Employee Benefits. The benefits provided to Executive hereunder shall
not be affected by or reduced because of any other benefits (including, but not limited to, salary, bonus, pension, stock option or stock purchase plan) to which 








 
Executive may be entitled by reason of his employment with the Company or any Subsidiary thereof or the termination of his employment with the Company, and
no other such benefit by reason of such employment shall be so affected or reduced because of the benefits bestowed by this Agreement. Notwithstanding the foregoing, if Executive qualifies for severance pay under Section 1(a) of this Agreement,
such severance pay will be in lieu of, and not in addition to, any severance to other termination payments to which Executive may be entitled under any employment agreement with, or other plan or arrangement of, the Company. 
 5. Withholding. All amounts payable by the Company hereunder shall be subject to all federal, state, local and other withholdings and employment
taxes as required by applicable law. 
 6. Subsequent Employment with Competitor. Executive’s right to receive benefits under
this Agreement, including Executive’s right to exercise any Stock Options that have accelerated under this Agreement, shall cease immediately upon Executive’s employment by any company that the Company reasonably determines to be a
competitor of the Company and its Subsidiaries. 
 7. No Solicitation of Employees. Executive hereby agrees that for a period of one
year following the termination of Executive’s employment from or contractual relationship with Macrovision, for whatever reason, Executive will not directly or indirectly solicit, induce or influence any person who is engaged as an employee or
otherwise by Macrovision to seek employment with any other business, nor will Executive provide any information regarding employees of Macrovision for the purpose of directly or indirectly soliciting, inducing or influencing an employee of
Macrovision to seek employment with any other business, including without limitation name, e-mail address, telephone or fax numbers, job titles or compensation information, to any third party without the prior written consent of
Macrovision. Executive acknowledges that such information is proprietary to Macrovision and that providing such information for any unauthorized purpose, including without limitation the direct or indirect solicitation of such employees for
employment, is strictly prohibited, and Executive further acknowledges that violation of this provision would result in damage to Macrovision for which Executive may be held personally liable, and Executive agrees that should Executive violate this
provision, Macrovision may obtain injunctive relief as well as actual, incidental, or punitive damages, if appropriate. 
 8. Arbitration
of Claims. The following arbitration provisions shall apply to any claim brought by Executive or the Company after the date of this Agreement even if the facts upon which the claim is based arose prior to the execution of this Agreement.

 (a) Claims Covered by this Agreement. To the maximum extent permitted by law, the Company and Executive mutually
consent to the resolution by arbitration of all claims or causes of action that the Company may have against Executive or that Executive may have against the Company or against its officers, directors, employees, or agents in the capacity as such or
otherwise (collectively “claims”). The claims covered by this Agreement include, but are not limited to, claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination (including, but not limited
to, race, sex, sexual harassment, or any type of unlawful harassment, religion, national origin, age, marital status, medical condition, disability or sexual orientation); claims for wrongful termination in violation of public policy; and claims for
violation of any federal, state, or other governmental law, statute, regulation or ordinance, including, but not limited to, all claims arising under Title VII of the Civil Rights Act of 1969, as amended, the Age Discrimination in Employment Act of
1967, the Americans with Disabilities Act, the California Fair Employment & Housing Act, the California Labor Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Fair Labor Standards Act or Employee Retirement Income
Security Act. 
 (b) Claims Not Covered by the Agreement. Claims Executive may have for workers’ compensation,
unemployment compensation benefits or wage and hour claims within the jurisdiction of the California Labor Commissioner are not covered by this Agreement. Notwithstanding the fact that Executive is not required to arbitrate such claims, he/she may,
if he/she so chooses, submit wage and hour claims to binding arbitration pursuant to this Agreement. Also not covered are claims by either party for injunctive and/or other equitable relief, as to which the parties understand and agree that either
party may seek and obtain relief from a court of competent jurisdiction. 
 (c) Required Notice of All Claims. The
Company and Executive agree that the aggrieved party must give written notice of any claim to the other party. Written notice to the Company, or its officers, employees or agents shall be sent to the Company’s Chief Executive Officer. Executive
will be given notice at the last address recorded in his/her personnel file or such other address as Executive may provide to the Company from time to time following the date of this Agreement by a writing specifying that it is the address for
notice under this Agreement. The written notice shall identify and describe the nature of all claims asserted and detail the facts upon which such claims are based. The notice shall be sent to the other party by certified or registered mail, return
receipt requested. 
 (d) Arbitration Procedures. The Company and Executive agree that, except as provided in this
Agreement, any arbitration shall be in accordance with and under the auspices and rules of the American Arbitration Association 








 
(hereinafter the “Arbitration Service”). The arbitration shall take place in Santa Clara County, California, unless the parties mutually agree to
conduct the arbitration in a different location. The arbitrator shall be selected by the mutual agreement of the parties. If the parties cannot agree on a neutral arbitrator, Executive first, and then the Company, will alternately strike names from
a list provided by the Arbitration Service until only one name remains. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but
not limited to any claim that all or any part of this Agreement is void or voidable. The arbitrator shall apply the applicable statue of limitations to any claim, taking into account compliance with subparagraph paragraph 8(c) of this Agreement. The
arbitrator shall issue a written opinion and award, which shall be signed and dated. The arbitrator shall be permitted to award those remedies that are available under applicable law. The arbitrator’s decision regarding the claims shall be
final and binding upon the parties. The arbitrator’s award shall be enforceable in any court having jurisdiction thereof. 
 (e) Acknowledgment of Jury Trail Waiver. Executive understands that, by this Agreement, he/she is waiving his right to have a claim adjudicated by a court or jury. Any party may be represented by an attorney or other representative
selected by the party. 
 (f) Arbitration Fees and Costs; Attorneys’ Fees. Executive will be required to pay an
arbitration fee to initiate the arbitration equal to what he/she would be charged as a first appearance fee in court. The Company shall advance the remaining fees and costs of the arbitrator. However, to the extent permissible under the law, and
following the arbitrator’s ruling on the matter, the arbitrator may rule that the arbitrator’s fees and costs be distributed in an alternative manner. The arbitrator’s award in any arbitration brought pursuant to the provisions of
this Agreement shall provide for the prevailing party to recover from the other party the prevailing party’s reasonable attorneys’ fees relating to such action. 
 (g) Requirements for Modification or Revocation. This agreement to arbitrate shall survive the termination of Executive’s
employment with the Company. It can only be revoked or modified by a writing signed by the parties that specifically states an intent to revoke or modify this Agreement. 
 (h) Consideration. Executive understands that the provisions for severance pay as set forth herein and his continued employment
with the Company are consideration for his/her acceptance of these arbitration provisions. In addition, the promises by the Company and by Executive to arbitrate claims, rather than litigate them before courts or other bodies, provide consideration
for each other. 
 (i) Violation of this Agreement. Should any party to this Agreement hereafter institute any legal
action or administrative proceeding against the other with respect to any claim required to be arbitrated under this Agreement or pursue any arbitral dispute by any method other than arbitration, the responding party shall recover from the
initiating party all damages, costs, expenses and attorneys’ fees incurred as a result of such action. 
 9. Entire Agreement; Effect
of Prior Agreements. This is the complete agreement of the parties on the subjects set forth herein, including severance pay upon a Change in Control and arbitration of disputes. This Agreement supersedes any prior or contemporaneous oral or
written understanding on such subjects. No party is relying on any representations, oral or written, on the subject of the effect, enforceability, or meaning of this Agreement, except as specifically set forth in this Agreement. In the event of a
conflict between any of the terms of this Agreement and any of the terms of (i) any of the agreements related to the Stock Awards, or (ii) that certain accepted original offer of employment between Executive and the Company dated
                                    , the terms of this
Agreement shall prevail. Without limiting the generality of the foregoing, the arbitration provisions of the arbitration policy accompanying the original offer of employment shall be superseded by the arbitration provisions set forth in this
Agreement. 
 10. Amendment. This Agreement may not be amended without the prior written consent of both Executive and the Company.

 11. No Right to Continued Employment. This Agreement does not constitute a contract of employment, does not change the status of
the Executive’s employment and does not change the Company’s policies regarding termination of employment. Nothing in this Agreement shall be deemed to give Executive the right to be retained in the service of the Company or to deny the
Company any right it may have to discharge or demote Executive at any time; provided, however, that any termination of employment of Executive, or any removal of Executive as an executive officer of the Company primarily in contemplation of a Change
in Control shall not be effective to deny Executive the benefits of this Agreement, including without limitation Sections 1, 2 and 3 hereof. No provision of this Agreement shall in any way limit, restrict or prohibit Executive’s right to
terminate employment with the Company or leave his/her position as a senior executive. 
 12. Severability. If a court or other body
of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, that provision will be adjusted rather than voided, if possible, so that it is enforceable to the 








 
maximum extent possible, or, if it is not possible to so adjust such provision, this Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted. The invalidity and unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, and all other provisions of the Agreement shall be valid and enforceable to the
fullest extent possible. 
 13. Successors. 
 (a) The Company will require any successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

 (b) This Agreement shall inure to the benefit of, and be enforceable by, Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. 
 14. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the State of California without regard or reference to the rules of conflicts of law that would require the application of the laws of any other jurisdiction. 
 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, effective as of the date set forth in the first paragraph hereof.

  

									
	MACROVISION CORPORATION	 		 	EXECUTIVE
				
	By	 	  	 		 	  
		 	 Alfred J. Amoroso
 CEO
	 		 	  
		 		 		 	Print Name
		 		 		 	  
		 		 		 	(Address)
		 		 		 	  
		 		 		 	(City, Zip)