ex10-4.htm


    Exhibit 
10.4

     

    NOTICE OF STOCK OPTION
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:	(grant
date)
	 	 
	Number of Optioned
      Shares: 	(shares)
	 	 
	Option Exercise
      Price:   	(price)    Per
      share
	 	 
	Earliest Exercise
      Date:	(first vest
    date)
	 	 
	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:

    


    


     

    
      	
              ·  

            	
              On
      Earliest Exercise Date: Exercisable Percentage
      25%

            


    

     

     

    
      	
              ·  

            	
              For
      each full month following the Earliest Exercise Date through the third
      anniversary of the Earliest Exercise Date: Exercisable Percentage
      2.083%

            


    

     

    
 

    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.

     

    The
Company and the Optionee agree that the Option described in this 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 in this Notice and the attached 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

            	 
      	
              Accepted
      by|: 

              OPTIONEE

            	 
      
	 
      	 
      	 
      	
               

              Name:

            	
               

              _____________________________________

            
	 	 	 	 	 
	
              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 and the Optionee’s not experiencing a
termination of employment of other business relationship during the vesting
period, 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 “Expiration Date”) unless sooner terminated or cancelled in
accordance with the Plan.  If this Option expires on a stock exchange
holiday or weekend day, this Option will expire on the last trading day prior to
the holiday or weekend.  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
Date.  The Optionee must be and remain an employee, consultant,
director or independent contractor in service to the Company, or of any parent
corporation or subsidiary corporation 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.  Optionee shall be solely
responsible for exercising this Option, if at all, prior to its Expiration
Date.  The Company shall have no obligation to notify Optionee of the
Option’s expiration.

     

    2. Termination by Reason of
Death.  If the Optionee’s employment or other 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 legal
representative of the Optionee’s estate or by any other person who acquires the
right to exercise the Option by reason of such death, for a period of twelve
(12) months from the date of death or until the Expiration Date of the Option,
if earlier.

     

    3. Termination by Reason of
Disability.  If the Optionee’s employment or other 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 Date of the
Option, if earlier.  The Administrator shall have sole authority and
discretion to determine whether the Optionee’s employment or other business
relationship has been terminated by reason of Disability.

     

    4. Termination by Reason of
Retirement.  If the Optionee’s employment or other business
relationship with the Company and/or its Subsidiaries is terminated by reason of
Retirement, 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 of employment or other business relationship,
or until the Expiration Date of the Option, if earlier.

     

    5. Termination for
Cause.  If the Optionee’s employment or other 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.

     

    6. Other
Termination.  Unless otherwise determined by the Administrator,
if the Optionee’s employment or other business relationship with the Company
and/or its Subsidiaries terminates for any reason other than death, Disability,
Retirement, or for Cause, this Option may thereafter be exercised, to the extent
it was exercisable on the date of such termination, for three (3) months from
the date of such termination or until the expiration of the stated term of the
Option, if earlier.

     

    
      
        
        

      

      
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    7. 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.  Any purported transfer
or assignment of this Option shall be void 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.

     

    8. 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 10
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 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) to
instruct the designated brokerage firm to provide 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, 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.

     

    9. 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 subject 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.

     

    10. 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 

     

    
      
        
        

      

      
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    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 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 or the Optionee’s employer, including any Subsidiary
qualified to deduct tax at source (the “Employer”), 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 or the Employer 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 and or the Employer (a) make 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) do 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.

     

    11. 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.

     

    12. No Right to Continued
Relationship, Optionee Acknowledgements.  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.  Optionee's participation in
the Plan shall not create a right to further employment with Employer and shall
not interfere with the ability of Employer to terminate Optionee's employment or
service relationship at any time with or without cause and it is expressly
agreed and understood that employment is terminable at the will of either party,
insofar as permitted by law.  Optionee agrees that this Option is not
part of normal or expected compensation or salary for any purposes, including,
but not limited to calculating any severance, resignation, termination,
redundancy, end-of-service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments insofar as permitted by
law.  Nothing contained in this Agreement shall confer upon the
Optionee any right to a continued employment 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.  In the event that Optionee
is not an employee of the Company, 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 Employment by the
Company or the Employer (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

    
      
        
        

      

      
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    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
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
Employer or 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, its Subsidiaries and
the Employer 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), salary, 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.

     

    


    RETAIN
THIS AGREEMENT FOR YOUR RECORDS

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