Exhibit
10.6






ROVI
CORPORATION






2008
EQUITY INCENTIVE PLAN




NOTICE
OF RESTRICTED STOCK AWARD





Rovi
Corporation, (the “Company”) hereby grants you,
(      ) (the “Participant”), a
Restricted Stock Award under the 2008 Equity Incentive Plan (the
“Plan”).  The date of this Notice of Restricted Stock Award (“Notice”)
is (   ).  Subject to the provisions of this Notice,
the Restricted Stock Award Agreement (the “Agreement”) and of the Plan, the
features of this Restricted Stock Award are as follows:




Number of
Shares:




Vesting Commencement
Date:




Vesting of Restricted Stock
Award:  The Restricted Stock Award will vest according to the
following schedule:




Twenty-five
percent (25%) of the Restricted Stock Award shall vest on each anniversary of
the Vesting Commencement Date, subject to you continuing to be an employee,
consultant, director or independent contractor of the Company or one its
Subsidiaries through the applicable vesting date.







Unless
otherwise defined herein or in the Agreement, capitalized terms herein or in the
Agreement will have the defined meanings ascribed to them in the
Plan.






The
Company and Participant agree that the Restricted Stock Award described in this
Notice is governed by the provisions of the Agreement attached to and made a
part of this document. The Participant acknowledges receipt of this Notice and
the Agreement, represents that the Participant has read and is familiar with the
provisions in this Notice and the attached Agreement, and hereby accepts the
Restricted Stock Award subject to all of the terms and conditions set forth in
this Notice and the attached Agreement.




Rovi
Corporation                                                                           Accepted
by:




PARTICIPANT


By:





Name:____________________________





Title:    President
and
CEO                                                            Signature:__________________________





Address: 2830 De La Cruz
Blvd                                                    Date:


Santa
Clara, California


Address:





ATTACHMENT:
Restricted Stock Award Agreement




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ROVI
CORPORATION






2008
EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE NOTICE, THE RESTRICTED STOCK AWARD
IS SUBJECT TO AND MAY BE EXECUTED ONLY IN ACCORDANCE WITH THE
PLAN.  ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS
AGREEMENT.  THE TERMS OF THE PLAN ARE INCORPORATED HEREIN BY
REFERENCE.  IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS IN
THIS AGREEMENT AND THE PLAN, THE PROVISIONS IN THE PLAN SHALL
GOVERN.




1.      Grant of Restricted Stock
Award.  The Company hereby grants to Participant a Restricted
Stock Award for that number of shares of Stock set forth in the
Notice.  When the shares of Stock subject to this Restricted Stock
Award are paid to Participant, par value for each share of Stock will be deemed
paid by services rendered to the Company by Participant.




2.      Non-transferability of
Restricted Stock Award and Shares.  The Restricted Stock Award
shall not be transferable (including by sale, assignment, pledge or
hypothecation) other than by will or the laws of intestate
succession.  The designation of a beneficiary does not constitute a
transfer.  Participant shall not sell, transfer, assign, pledge or
otherwise encumber the shares subject to the Restricted Stock Award until all
vesting requirements have been met.




3.      Shareholder
Rights.  Except as provided in Section 2 or otherwise in this
Paragraph 3, Participant shall have all of the rights of a stockholder of the
Company, including the right to vote the shares.  Participant shall
have the right to receive dividends and other distributions (provided that
distributions in the form of Stock shall be subject to the same restrictions as
the underlying restricted stock) only with respect to the vested amount(s) of
the Restricted Stock Award.  For the avoidance of doubt, unvested
Restricted Stock Awards shall have no rights to dividends or other
distributions.




4.      Vesting and Earning of
Restricted Stock Award.




(a)  If
Participant continues to serve the Company as an employee, consultant, director
or independent contractor (such service is described herein as maintaining or
being involved in a “Service Relationship” with the Company), then the
Restricted Stock Award shall vest in accordance with the Notice.




(b)  The
foregoing notwithstanding, in the event that Participant maintains a Service
Relationship with the Company at the time a change in control as defined herein
occurs, the Board, or the board of directors of any corporation assuming the
obligations of the Company hereunder, shall either (a) assume the outstanding
Restricted Stock Award or make a substitution on an equitable basis of
appropriate Stock of the Company or of the merged, consolidated, or otherwise
reorganized corporation which will be issuable in respect to the shares of
Stock, or (b) provide that the Restricted Stock Award shall become immediately
vested with respect to all the shares of Stock. For purposes of this Restricted
Stock Agreement a “change in control” shall mean: (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-





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  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 Awards are assumed,
converted or replaced by the successor corporation, which assumption will be
binding on all Participants); (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).




(c)  The
Committee has sole authority to determine whether and to what degree the
Restricted Stock Award has vested and been earned and is payable and to
interpret the terms and conditions of this  Agreement and the
Plan.




5.      Termination of
Employment.  In the event that Participant’s Service
Relationship with the Company is terminated for any reason, other than death or
Disability as set forth in Section 6, and Participant has not yet earned all or
part of the Restricted Stock Award pursuant to Section 4, then the Restricted
Stock Award, to the extent not earned as of Participant’s termination date,
shall be forfeited immediately upon such termination, and Participant shall have
no further rights with respect to the Restricted Stock Award or the shares of
Stock underlying that portion of the Restricted Stock Award that have not yet
been earned and vested.  Participant expressly acknowledges and agree
that the termination of his or her Service Relationship with the Company shall
result in forfeiture of the Restricted Stock Award and the shares of Stock to
the extent the Restricted Stock Award has not been earned and vested as of the
date of his or her termination of service or employment.




6.      Death or Permanent
Disability.  If Participant’s Service Relationship with the
Company is terminated due to death or Disability before the first anniversary of
the Vesting Commencement Date, the entire Restricted Stock Award is
forfeited.  If Participant’s employment with the Company is terminated
due to death or Disability after the first anniversary of the Vesting
Commencement Date, a pro-rata portion of the Restricted Stock Award shares, to
the extent that the Restricted Stock Award shares are partially vested on the
termination date, will be converted into shares of Stock and issued to
Participant or his or her legal representatives, beneficiaries, or heirs, as the
case may be.  In determining the pro-rata portion of the Restricted
Stock Award shares that are vested on the termination date, the Committee will
consider the number of months worked by Participant during the 12-calendar month
period immediately preceding the next anniversary of the Vesting Commencement
Date under the following formula:




Number of
shares of Stock scheduled to vest on the next anniversary of the Vesting
Commencement Date multiplied by the number of calendar months worked by
Participant during the 12-month period immediately prior to the next anniversary
of the Vesting Commencement Date divided by 12.




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Participant
will be deemed to have worked a calendar month if he or she has worked any
portion of that month.  The Committee’s determination of vested shares
of Stock shall be in whole shares of Stock only and shall be binding on
Participant.




7.      Settlement of Restricted
Stock Award.  The Company shall not be obligated to deliver any
shares of Stock hereunder for such period as may be required by it in order to
comply with applicable federal or state statutes, laws and
regulations.




8.      No Acquired
Rights.  Participant agrees and acknowledges that:




(a)  the Plan
is discretionary in nature and that the Company can amend, cancel, or terminate
it at any time;




(b)  the grant
of this Restricted Stock Award under the Plan is voluntary and occasional and
does not create any contractual or other right to receive future grants of any
Restricted Stock Awards or benefits in lieu of any Restricted Stock Awards, even
if Restricted Stock Awards have been granted repeatedly in the past and
regardless of any reasonable notice period mandated under local
law;




(c)  the value
of this Restricted Stock Award is an extraordinary item of compensation which is
outside the scope of Participant’s employment contract, if any;




(d)  this
Restricted Stock Award is not part of normal or expected compensation or salary
for any purposes, including, but not limited to, calculating termination,
severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension, retirement benefits, or similar
payments;




(e)  this
Restricted Stock Award shall expire upon termination of Participant’s Service
Relationship with the Company for any reason except as may otherwise be
explicitly provided in the Plan and this Restricted Stock
Agreement;




(f)  the
future value of the shares of Stock awarded under the Plan is unknown and cannot
be predicted with certainty;




(g)  no claim
or entitlement to compensation or damages arises from the termination of this
Restricted Stock Award or diminution in value of this Restricted Stock Award or
shares of Stock purchased under the Plan and Participant irrevocably releases
the Company  from any such claim; and




(h)  Participant’s
participation in the Plan shall not create a right to further employment with
the Company and shall not interfere with the ability of the Company to terminate
Participant’s Service Relationship at any time, with or without
cause.




9.      Escrow.




(a)  Until the
shares have vested, the Company’s Secretary or such other escrow holder as the
Company may appoint, shall retain custody of the stock certificates or
book-entry shares representing the shares of Stock subject to the Restricted
Stock Award.




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(b)  Participant
agrees that simultaneously with Participant’s execution of this Agreement, he or
she will execute stock powers in favor of the Company with respect to the shares
of Stock granted hereunder in the form provided by the Company and that he or
she will promptly deliver such stock powers to the Company.




(c)  When
shares of Stock vest and the Company delivers to Participant certificates for
shares of Stock, the Company also will return to Participant the stock powers
related to such shares held by the Company.




10.        Tax
Withholding.




(a)  Participant
is responsible for, and by accepting this Restricted Stock Award agrees to bear,
all taxes of any nature, including withholding taxes, interest or penalties
arising out of the grant of this Restricted Stock Award, the vesting of this
Restricted Stock Award or the subsequent sale of the Shares, that are legally
imposed upon Participant in connection with this Restricted Stock Award, 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
Participant.  The Company has not provided any tax advice with respect
to this Restricted Stock Award or the disposition of the
Shares.  Participant should obtain advice from an appropriate
independent professional adviser with respect to the taxation implications of
any aspect of this Restricted Stock Award, including the grant or vesting of
this Restricted Stock Award or the subsequent sale of any Shares.




(b)  In the
event that the Company or the Participant’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 “Tax Items”) as a result of any event
occurring in connection with this Restricted Stock Award, Participant shall make
a cash payment to the Company as necessary to cover all applicable Tax Items at
or prior to the time the event giving rise to the Tax Items occurs; provided
that (a) the Company has the right to withhold a portion of the Shares otherwise
to be delivered upon vesting of this Restricted Stock Award having a Fair Market
Value equal to the amount of the Tax Items in accordance with such rules as the
Company may from time to time establish, (b) the Company or the Employer has the
right, and Participant in accepting this Restricted Stock Award explicitly
authorizes the Company, to deduct an amount equal to the Tax Items from the
Participant’s compensation or (c) the Company may establish alternative
procedures to ensure satisfaction of all applicable Tax Items arising in
connection with this Restricted Stock Award.  The Participant will
receive a cash refund for any payment of cash or fraction of a surrendered share
not necessary to satisfy the Tax Items.




(c)  Participant
acknowledges and agrees that the ultimate liability for any tax-related item
legally due by Participant is and remains Participant’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 Restricted Stock Award, including the grant or vesting of
this Restricted Stock Award or the subsequent sale of the Shares acquired from
this Restricted Stock Award; and (b) do not commit to structure the terms
or any aspect of this Restricted Stock Award to reduce or eliminate the
Participant’s liability for such tax items.  The Company may refuse to
deliver the Shares if Participant fails to comply with Participant’s obligations
in connection with the satisfaction of the Tax Items.




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11.        Code Section 83(b)
Election.  Participant agrees to notify the Company immediately
in writing in the event that Participant makes an election under Section 83(b)
of the Code (or any successor provision) or under any corresponding provision of
state or local tax law with respect to the Restricted Stock
Award.  Upon making any such election, Participant agrees to pay or
make adequate provisions for the withholding of Tax Items resulting from of such
election.  Such withholding may be deducted from any compensation due
to Participant from the Company.




12.        Administration.  The
authority to construe and interpret this Agreement and the Plan, and to
administer all aspects of the Plan, shall be vested in the Committee (as such
term is defined in the Plan), and the Committee shall have all powers with
respect to this Agreement as are provided in the Plan.  Any
interpretation of this Agreement by the Committee and any decision made by it
with respect to this Agreement is final and binding.




13.        Adjustments Upon Changes in
Capitalization.  In the event of any change in the outstanding
Stock of the Company by reason of stock dividends, recapitalization, mergers,
consolidations, split-up, combinations or exchanges of shares and the like, the
number and kind of shares subject to this Restricted Stock Award immediately
prior to such event shall be appropriately adjusted by the Board in accordance
with the terms of the Plan, and such adjustment shall be
conclusive.




14.        Entire Agreement; Amendment;
Binding Effect; Governing Law; 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 Participant with respect to the subject matter
hereof, and may not be modified adversely to Participant's interest except by
means of a writing signed by the Company and Participant. The waiver by the
Company of a breach of any provision of this Agreement by you shall not operate
or be construed as a waiver of any subsequent breach by you. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective executors, administrators, next-of-kin, successors and assigns.
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.




15.        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 Restricted Stock Award.  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.




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16.        Severability.  The
provisions of this Agreement are severable and if any one or more provisions may
be determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.




17.        Counterparts; Further
Instruments. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.  The parties hereto agree to
execute such further instruments and to take such further action as may be
reasonably necessary to carry out the purposes and intent of this Restricted
Stock Agreement.






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