ex10-5.htm


    Exhibit 
10.5

     

    
      	
               

            	
              NOTICE
      OF STOCK OPTION GRANT        
      

            


    

    


    [______]
DIRECTOR GRANT

    


    Macrovision
Solutions Corporation, a Delaware corporation (the “Company”), has granted to
_____________(the “Optionee”) an option (the “Option”) to purchase certain shares
of the Company’s Common Stock (the “Optioned
Shares”)
pursuant to the Macrovision Solutions Corporation 2008 Equity Incentive
Plan (the “Plan”), as follows:

    


    
      	
              Date
      of Option Grant:

            	 
      	 
      
	 
      	 
      	 
      
	
              Number
      of Optioned Shares:

            	
              [_______]

            	 
      
	 
      	 
      	 
      
	
              Option
      Price:

            	
                 $
      Per share

            	 
      
	 
      	 
      	 
      
	
              Earliest
      Exercise Date:

            	
              [____]
      month anniversary of the Date of Option Grant

            	 
      
	 
      	 
      
	
              Option
      Expiration Date:

            	
              The
      date seven (7) years after the Date of Option Grant.

            
	 
      	 
      	 
      
	
              Tax
      Status of Option:

            	
              Nonstatutory
      Stock Option

            	 
      
	 
      	 
      


    

    


    Exercisable Shares: Except as
otherwise provided in the attached Nonstatutory Stock Option Agreement (the
“Agreement”),
the number of Optioned Shares for which this Option may be exercised as of any
date is determined by multiplying the number of Optioned Shares (set forth
above) by the “Exercisable
Percentage”
determined as of such date as follows:

    


    
      	 
      	
              Exercisable
      Percentage

            
	
              On
      Earliest Exercise Date

            	
              [_____]
      %

            
	
              Plus:

              On
      the last day of each month following the Earliest Exercise Date
      through_____________.

            	
               

              [_____]
      %

            


    

    


    


    In the
foregoing calculations, any fractional share resulting shall be
disregarded.  The number of Optioned Shares for which this Option is
exercisable at any time shall be reduced by any Optioned Shares for which this
Option previously has been exercised.

     

    Notwithstanding
the foregoing, in the event of (i) a dissolution or liquidation of the Company;
(ii) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or
other transaction in which there is no substantial change in the stockholders of
the Company or their relative stock holdings and the stock options, stock
appreciation rights, performance shares and restricted stock units granted under
the Plan are assumed, converted or replaced by the successor corporation, which
assumption will be binding on all optionees); (iii) a merger in which the
Company is the surviving corporation but after which the stockholders of the
Company (other than any stockholder which merges (or which owns or controls
another corporation which merges) with the Company in such merger) cease to own
their shares or other equity interests in the Company; (iv) the sale of
substantially all of the assets of the Company; or (v) any other transaction
which qualifies as a “corporate transaction” under Section 424(a) of the
Internal Revenue Code of 1986, as amended, wherein the stockholders of the
Company give up all of their equity interest in the Company (except for the
acquisition, sale or transfer of all or substantially all of the outstanding
shares of the Company from or by the stockholders of the Company), this Option
shall become fully exercisable prior to the consummation of such
event.

     

    The
Company and the Optionee agree that the Option described in this Notice of Stock
Option Grant (the “Notice”)
is governed by the provisions of the Agreement attached to and made a part of
this document.  The

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Optionee
acknowledges receipt of this Notice and the Agreement, represents that the
Optionee has read and is familiar with the provisions of this Notice and the
Agreement, and hereby accepts the Option subject to all of the terms and
conditions set forth in this Notice and the attached Agreement.

    


    
      	
              MACROVISION
      SOLUTIONS CORPORATION

            	 
      	
              OPTIONEE

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              

            	 
      	
              Signature:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	
              President
      and CEO

            	 
      	
              Date:

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	
              2830
      De La Cruz Blvd

            	 
      	
              Address:

            	 
      
	 
      	
              Santa
      Clara, CA  95050

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              ATTACHMENTS:

            	
              Nonstatutory
      Stock Option Agreement

            	 
      


    

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              NONSTATUTORY
      STOCK OPTION AGREEMENT      
  

            


    

    


    THE
OPTION IS SUBJECT TO, AND MAY BE EXERCISED ONLY IN ACCORDANCE WITH, THE TERMS
AND CONDITIONS OF THE PLAN.  ONLY CERTAIN PROVISIONS OF THE PLAN ARE
INCLUDED IN THIS AGREEMENT.  A COPY OF THE PLAN IS ATTACHED TO THIS
AGREEMENT AND SHOULD BE READ CAREFULLY.

     

    Macrovision
Solutions Corporation, a Delaware corporation (the “Company”)
and the Optionee agree that the terms and conditions set forth herein shall
apply to the stock options granted to the Optionee, on the date of grant, for
the number of Optioned Shares and exercisable at the Option Price, all as
identified in the Notice of Stock Option Grant (the “Notice”)
to which this Agreement is attached.  All capitalized terms not
defined herein or in the Notice shall have those meanings ascribed to them in
the Plan.

     

    1. Term of Option and Exercise
of Option.  Subject to the provisions of the Plan and the terms
and conditions of this Agreement, this option may be exercised by the Optionee
during a period of seven (7) years from the date of grant in accordance with the
schedule set forth in the Notice.  The schedule set forth in the
Notice refers to the earliest dates on which this Option may be exercised with
respect to the percentages of Optioned Shares determined in accordance with such
schedule as of such dates, and, subject to the terms and conditions set forth
herein, this Option may be exercised with respect to all or any part of such
percentages of the Optioned Shares at any time on or after such dates prior to
the expiration of such seven (7) year period.   The Optionee must
be and remain a director of the Company, or of any parent corporation or
subsidiary corporation (the “Subsidiary”)
of the Company (as such terms are defined in Sections 424 (e) and (f) of the
Internal Revenue Code), during the entire period commencing with the date of
grant of this Option and ending with each date determined in accordance with the
exercise schedule set forth in the Notice in order to exercise this Option with
respect to the Optioned Shares first becoming exercisable on such
date.

     

    2. Termination by Reason of
Death.  If the Optionee’s business relationship with the
Company and/or its Subsidiaries is terminated by reason of the Optionee’s death,
this Option may thereafter be exercised, but only to the extent it was
exercisable on the date of the Optionee’s death, by the Optionee’s estate for a
period of twelve (12) months from the date of death, or until the expiration of
the stated term of the Option, if earlier.  The Optionee’s estate
shall mean the duly authorized executor of the Optionee’s last will or the duly
authorized administrator or special administrator of the Optionee’s probate
estate or any other duly authorized legal representative of the Optionee’s
estate or any person who acquires the right to exercise this Option by reason of
the Optionee’s death under the Optionee’s will or the laws of intestate
succession.

     

    3. Termination by Reason of
Disability.  If the Optionee’s business relationship with the
Company and/or its Subsidiaries is terminated by reason of the Optionee’s
Disability, this Option may thereafter be exercised, to the extent it was
exercisable on the date of such termination, for a period of twelve (12) months
from the date of such termination, or until the expiration of the stated term of
the Option, if earlier.  The Administrator shall have sole authority
and discretion to determine whether the Optionee’s business relationship has
been terminated by reason of Disability.

     

    4. Termination for
Cause.  If the Optionee’s business relationship with the
Company and/or its Subsidiaries is terminated for Cause, this Option shall
immediately terminate and be of no further force and effect.

     

    5. Other
Termination.  Unless otherwise determined by the Administrator,
if the Optionee’s business relationship with the Company and/or its Subsidiaries
terminates for any reason other than death, Disability or for Cause, this Option
may thereafter be exercised, to the extent it was exercisable on the date of
such termination, for twelve (12) months from the date of such termination
or until the expiration of the stated term of the Option, if
earlier.

     

    6. Non-transferability of
Option.  This option shall not be transferable except by will
or the laws of descent and distribution, and this Option may be exercised during
the Optionee’s lifetime only by the Optionee. Notwithstanding the foregoing,
with the approval of the Administrator, the Optionee may transfer this Option,
without consideration for the transfer, to members of Optionee’s immediate
family, to trusts for the benefit of such family members, to partnerships in
which such family members are the only partners, or to charitable
organizations,  provided that the transferee agrees in writing with
the Company to be bound by all of the terms and conditions of the Plan and this
Agreement.  Any purported transfer or assignment of this Option not in
compliance with the foregoing shall be void 

     

    
      
        
        

      

      
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    and of no
effect, and shall give the Company the right to terminate this Option as of the
date of such purported transfer or assignment.

     

    7. Method of
Exercise.  This Option may be exercised with respect to all or
any part of the Optioned Shares that are exercisable at time of exercise, by
providing irrevocable instructions to a designated brokerage firm specifying the
number of Optioned Shares as to which this Option is so exercised, and making
full payment to the Company in cash, electronic transfer or by check of the
Option Price for the Optioned Shares with respect to which this Option is
exercised and any applicable withholding taxes in accordance with Section 9
below.

     

    If the
Company’s outstanding Common Stock is registered under Section 12 (g) of
the Securities Exchange Act of 1934, as amended (the “1934
Act”), at the time this Option is exercised, then the Option Price also
may be paid as follows:

     

    a. in
shares of the Company’s Common Stock held by the Optionee for the requisite
period necessary to avoid a charge to the Company’s earnings for financial
reporting purposes and valued at fair market value on the exercise
date;

     

    b.
through a special sale and remittance procedure pursuant to which the Optionee
(i) is to provide irrevocable written instructions to a designated brokerage
firm to effect the immediate sale of the purchased Optioned Shares and remit to
the Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Option Price payable for the purchased
Optioned Shares plus all applicable federal and state income and employment
taxes required to be withheld by the Company by reason of such purchase and (ii)
concurrently is to provide written directives to the Company to deliver
certificates for the purchased shares directly to such brokerage firm in order
to effect the sale transaction;

     

    c.
through a special margin commitment procedure pursuant to which the Optionee
elects to exercise his or her vested Optioned Shares and then pledge those
Optioned Shares purchased into a margin account with a brokerage firm as
security for a loan from the brokerage firm in an amount equal to the aggregate
exercise price of the Optioned Shares.  The brokerage firm is then
irrevocably committed to forward sufficient funds to the Company to cover the
aggregate exercise price payable for the purchased Optioned Shares plus all
applicable federal and state income and employment taxes required to be withheld
by the Company by reason of such purchase.  The Optionee is required
to provide written directives to the Company to deliver concurrently
certificates for the purchased shares directly to such brokerage firm;
or

     

    d. any
combination of the foregoing.

     

    As soon
as practical after receipt of notice of exercise of this Option by Optionee, the
Company shall, without transfer or issue tax or other incidental expense to the
Optionee or his or her successor, transfer and deliver thereto at the office of
the Company or such other place as may be mutually agreeable a certificate or
certificates for such shares of its Common Stock or initiate electronic delivery
of such shares to the designated brokerage firm; provided, however, that the
time of such delivery may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with applicable registration
requirements under the Securities Act of 1933, as amended, any applicable
listing requirements of any national securities exchange, and requirements under
any other laws or regulations applicable to the issuance or transfer of such
shares.

     

    8. Adjustments Upon Changes in
Capitalization.  In the event of any change in the outstanding
Common Stock of the Company by reason of stock dividends, recapitalization,
mergers, consolidations, split up, combinations or exchanges of shares and the
like, the aggregate number or class of shares to this Option immediately prior
to such event shall be appropriately adjusted by the Board of Directors in
accordance with the terms of the Plan.

     

    9. Withholding and Employment
Taxes.

     

    (i)   Optionee
is responsible for, and by accepting this Option agrees to bear, all taxes of
any nature, including withholding taxes, interest or penalties arising out of
the grant of this Option, the vesting or exercise of this Option or the
subsequent sale of the Optioned Shares, or any violation of Code Section 409A
that impacts this Option, that are legally imposed upon Optionee in connection
with this Option, and the Company does not assume, and will not be liable to any
party for, any cost or liability arising in connection with such tax liability
legally imposed on Optionee.  The Company has not provided any tax
advice with respect to this Option or the disposition of the
Shares.  Optionee should obtain advice from an

    
      
        
        

      

      
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    appropriate
independent professional adviser with respect to the taxation implications of
any aspect of this Option, including the grant, vesting or exercise of this
Option or the subsequent sale of any Shares.

    


    (ii)   In
the event that the Company, including any Subsidiary qualified to deduct tax at
source, is required to withhold any amount (including in connection with income
tax, employment or payroll taxes, social security contributions or other similar
amounts, with such obligation in aggregate referred to herein as the “Withholding
Obligation”) as a result of any event occurring in connection with this
Option, the Optionee shall make a cash payment to the Company as necessary to
cover all applicable Withholding Obligations at or prior to the time the event
giving rise to the Withholding Obligation occurs; provided that (a) the Company
has the right to withhold a portion of the Optioned Shares otherwise to be
delivered upon exercise of this Option having a Fair Market Value equal to the
amount of the Withholding Obligation in accordance with such rules as the
Company may from time to time establish, (b) the Company has the right, and the
Optionee in accepting this grant explicitly authorizes the Company, to deduct an
amount equal to the Withholding Obligation from the Optionee’s compensation or
(c) the Company may establish alternative procedures to ensure satisfaction of
all applicable Withholding Obligations arising in connection with this
Option.  The Optionee will receive a cash refund for any payment of
cash or fraction of a surrendered share not necessary to satisfy the Withholding
Obligations.

    


    (iii)   Optionee
acknowledges and agrees that the ultimate liability for any tax-related item
legally due by Optionee is and remains Optionee’s responsibility and that the
Company (a) makes no representations nor undertakings regarding the
treatment of any such tax items in connection with any aspect of this Option,
including the grant, vesting or exercise of this Option or the subsequent sale
of the Shares acquired upon exercise of this Option; and (b) does not
commit to structure the terms or any aspect of this Option to reduce or
eliminate the Optionee’s liability for such tax items.  The Company
may refuse to honor the exercise of this Option and refuse to deliver the
Optioned Shares if Optionee fails to comply with Optionee’s obligations in
connection with the satisfaction of the Withholding Obligations.

     

    10. Tax
Status.  The Optionee’s treatment of shares purchased pursuant
to the exercise of this nonstatutory stock option may have significant tax
consequences. The Optionee acknowledges that he or she has been encouraged to
obtain the advice of independent tax counsel regarding the federal and state
income tax consequences of the receipt and exercise of the Option granted hereby
and of the disposition of Common Stock acquired upon exercise
hereof.  The Optionee acknowledges that he or she has not relied and
will not rely upon any advice or representations by the Company or by its
employees or representatives with respect to the tax treatment of the options
granted hereunder.

     

    11. Not an Incentive Stock
Option.  This Option shall not be treated as an “incentive
stock option” as such term defined in Section 422 of the code.

     

    12. No Right to Continued
Relationship; Optionee Acknowledgments.  By accepting the grant
of this Option, Optionee acknowledges and agrees that the Plan is established
voluntarily by the Company, it is discretionary in nature and may be modified,
amended, suspended or terminated by the Company at any time unless otherwise
provided in the Plan or this Agreement.  Optionee acknowledges that
all decisions with respect to future grants, if any, will be at the sole
discretion of the Company.  Nothing contained in this Agreement shall
confer upon the Optionee any right to a continued business relationship with the
Company and its Subsidiaries or in any way limit the right of the Company or its
Subsidiaries to terminate such relationship at any time.  This Option
grant will not be interpreted to form an employment contract or service
relationship with the Company, the Employer or any Subsidiary of the
Company.  Optionee acknowledges that the future value of the
underlying Shares is unknown, may increase or decrease in the future, and cannot
be predicted with certainty.  In consideration of the grant of this
Option, no claim or entitlement to compensation or damages shall arise from
termination of this Option or diminution in value of this Option or Optioned
Shares purchased through exercise of this Option resulting from Optionee's
termination of a business relationship by the Company (for any reason whatsoever
and whether or not in breach of applicable laws).

     

    13. Compliance with Securities
and Other Laws.  The Company shall not be obligated to deliver
any shares of its Common Stock hereunder for such period as may reasonably be
required for it to comply with any applicable requirements of: (i) the
Securities Act of 1933; (ii) the Securities Exchange Act of 1934; (iii)
applicable state securities laws; (iv) any applicable listing requirement of any
stock exchange on which the Company’s Common Stock is then listed; and (v) any
other law or regulation applicable to the issuance of such shares.

     

    14. Notices. All notices
and other communications of any kind which either party to this Agreement may be
required or may desire to serve on the other party hereto in connection with
this Agreement shall be in writing and may be delivered by personal service or
by registered or certified mail, return receipt requested, deposited in
the

    
      
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    United
States mail with the postage thereon fully prepaid, addressed to the parties at
their respective addresses set forth in the Notice of Stock Option
Grant.  Service of any such notice or other communication so made by
mail shall be deemed complete on the date of actual delivery as shown by the
addressee’s registry or certification receipt or at the expiration of the third
(3rd) business day after the date of mailing, whichever is earlier in
time.  Either party may from time to time by notice in writing served
upon the other as aforesaid, designate a different mailing address or a
different person to which such notices or other communications are thereafter to
be addressed or delivered.

     

    15. Data
Transfer.  Optionee explicitly and unambiguously consents to
the collection, use and transfer, in electronic or other form, of Optionee's
personal data as described in this document by and among, as applicable, the
Company, including any of its Subsidiaries, for the exclusive purpose of
implementing, administering and managing Optionee's participation in the
Plan.  Optionee understands that the Company and its Subsidiaries hold
certain personal information about Optionee, including, but not limited to,
name, home address and telephone number, date of birth, social security number
(or other identification number), compensation, nationality, job title, any
shares of stock or directorships held in the Company, details of all options or
any other entitlement to shares of stock awarded, canceled, purchased,
exercised, vested, unvested or outstanding in Optionee's favor for the purpose
of implementing, managing and administering the Plan (“Data”).  Optionee
understands that the Data may be transferred to any third parties assisting in
the implementation, administration and management of the Plan, that these
recipients may be located in Optionee's country or elsewhere and that the
recipient country may have different data privacy laws and protections than
Optionee's country.  Optionee may request a list with the names and
addresses of any potential recipients of the Data by contacting the Stock Plan
Administrator at
the Company.  Optionee authorizes the recipients to receive, possess,
use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing Optionee's participation in the
Plan, including any requisite transfer of such Data, as may be required to a
broker or other third party with whom Optionee may elect to deposit any Shares
acquired upon the exercise of this Option.  Optionee understands that
Data will be held only as long as is necessary to implement, administer and
manage participation in the Plan.  Optionee may, at any time, view
Data, request additional information about the storage and processing of the
Data, require any necessary amendments to the Data or refuse or withdraw the
consents herein, in any case without cost, by contacting the Stock Plan
Administrator in writing.  Optionee understands that refusing or
withdrawing consent may affect Optionee's ability to participate in the
Plan.  For more information on the consequences of refusing to consent
or withdrawing consent, Optionee may contact the Stock Plan Administrator at the
Company.

     

    16.  Copies of Plan
Materials.  Optionee acknowledges that the Company has: (i)
delivered a copy of the Plan, (ii) delivered a copy of the Plan prospectus,
which document is available on the Macrovision Intranet Stock Program page or
The Source Key Information page, both of which are at the Company’s intranet
website at intranet.macrovision.com/welcome, and (iii) made available
stockholder information, including copies of any annual report, proxy statement
and periodic report, at the Company’s investor relations page on the Company’s
website at http://ir.macrovision.com
(which page is also accessible from a link available on the Stock Program page
or The Source Key Information page on the Company’s intranet website at
intranet.macrovision.com/welcome). Optionee acknowledges that copies of the
Plan, Plan prospectus, Plan information and stockholder information are also
available upon written or telephonic request to the Executive Assistant to the
Chief Financial Officer.

    


    17.  Entire Agreement; Plan
Controls.  The Plan is incorporated herein by
reference.  The Plan and this Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified
adversely to Optionee's interest except by means of a writing signed by the
Company and Optionee.  This Agreement is governed by the laws of the
state of Delaware.  In the event of any conflict between the terms and
provisions of the Plan and this Agreement, the Plan terms and provisions shall
govern.  Capitalized terms used but not defined in this Agreement have
the meanings assigned to them in the Plan.  Certain other important
terms governing this Agreement are contained in the Plan.

     

    


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