MACROVISION CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT

Exhibit 10.1

MACROVISION CORPORATION

EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT

THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT is made and entered into as of August 6, 2007, by and between Macrovision Corporation, a Delaware corporation (the “Company”) and Alfred J. Amoroso (“Executive”).

WHEREAS, the Board of Directors (the “Board”) of the Company 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; and

WHEREAS, the Company’s Compensation Committee has determined that Executive should be provided severance benefits in the event his employment is terminated in connection with a change in control or without cause in the absence of a change in control, so that Executive will not be distracted by personal uncertainties and risks concerning his employment with the Company; and

WHEREAS, the Board and the Compensation Committee have authorized the Company to enter into an agreement with Executive providing severance benefits as set forth herein;

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 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. Definitions.

(a) “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 in conduct or activities materially damaging to the property, business or reputation of the Company or a Subsidiary, (iii) willful and continued failure to comply in any material respect with the terms of any applicable employment agreement or any written policies or lawful directives of the Board which have an immediate and materially adverse effect on the Company or a Subsidiary and which have 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.

(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; or, (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. 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) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Continuing Director” means (i) each Director in office on July 1, 2007, and (ii) any successor to any such Director whose nomination or selection was recommended or approved by a majority of the Directors in office at the time of the Director’s nomination or selection.

(e) “Good Reason” means the occurrence of any of the following without Executive’s consent: (i) a material diminution in Executive’s authority, duties or responsibilities, or the assignment to Executive of any duties or responsibilities that are inconsistent with Executive’s authority, duties or responsibilities; (ii) a material diminution in Executive’s base salary or target bonus compensation under the Company’s Executive Incentive Plan; (iii) the Company’s failure to make the annual refresh stock option or restricted stock grants described in the accepted offer of employment between Executive and the Company dated June 8, 2005, as amended (the “Employment Letter”); (iv) the failure of any successor-in-interest to assume all of the obligations of the Company under this Agreement; (v) material breach of this Agreement by the Company or material breach by the Company of any other material agreement between the Company and Executive which breach continues after written notice from Executive and a reasonable opportunity by the Company to cure any such breach; or (vi) a relocation of 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. Within 90 days of the initial occurrence of any of the events listed in this section, Executive must provide written notice to the Company of the occurrence of the event, and the Company shall have 30 days following receipt of such notice during which it may remedy the condition. If Executive fails to give such notice within the 90 day period or the Company remedies the condition within the 30 day period, the occurrence of such event shall not constitute “Good Reason.”

(f) “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” and (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.

(g) “Welfare Benefits” means and includes, 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.

2. Severance Benefits.

(a) In the event that a Change in Control occurs and, within the period beginning four (4) months before the date of the Change in Control and ending twelve (12) months thereafter, (i) Executive’s employment is terminated by the Company or a Subsidiary without Cause or (ii) Executive voluntarily terminates his employment with the Company and its Subsidiaries with Good Reason, then the Company shall provide Executive severance benefits under this Agreement. Such severance benefits shall consist of payment equal to twelve (12) months of Executive’s regular base salary in effect four (4) months before the time of the Change in Control or at the time of the termination of his employment, whichever is greater;

(b) In the event that Executive’s employment is terminated by the Company or a Subsidiary without Cause or Executive voluntarily terminates his employment with the Company and its subsidiaries with Good Reason and not within the period specified in Section 2(a) above, then the Company shall provide Executive severance benefits under this Agreement. Such severance benefits shall consist of payment equal to twelve (12) months of Executive’s regular base salary in effect at the time of the termination of his employment (and prior to any reduction triggering a resignation for Good Reason as defined above).

(c) Payment of the twelve (12) months of Executive’s regular base salary provided for in Section 2(a) and 2(b) shall be paid out in lump sums as follows: (i) an amount equal to the lesser of (A) two times Executive’s W-2 compensation for the calendar year prior to the calendar year in which occurs Executive’s termination of employment with the Company or (B) two times the qualified retirement plan compensation limit under Section 401(a)(17) of the Code (currently 2 x $225,000 = $450,000) upon Executive’s termination of employment with the Company; and (ii) the remainder of the severance benefit upon the first day of the seventh calendar month following the month in which occurs Executive’s termination of employment with the Company.

(d) Notwithstanding the foregoing, if any payment hereunder, or any portion thereof, is considered “nonqualified deferred compensation” that is to be paid to Executive at a time that he is considered to be a “specified employee,” in each case as defined and determined for purposes of Section 409A of the Internal Revenue Code of 1986 as amended (“Section 409A”), and is to be paid within six months following Executive’s termination of employment, then to the extent that such payment is not otherwise exempt from the application of the 20% excise tax under Section 409A, such payment shall be delayed and paid on the first day of the seventh calendar month following the month in which Executive’s termination of employment occurs.

3. Welfare Benefits.

(a) During the period that the Company is obligated to pay Executive salary continuation pursuant to Section 2 above, or, if sooner, until Executive is entitled to Welfare Benefits (as defined above) under any plan maintained by any entity employing Executive after Executive’s employment with the Company terminates, Company shall provide to Executive (and his spouse and other qualified dependents) all Welfare Benefits at Company expense that Company provided to Executive at Company expense (and his spouse and qualified dependents) immediately prior to the termination of his employment. Notwithstanding the foregoing, with respect to any Welfare Benefits provided through an insurance policy, the Company’s obligation to provide such Welfare Benefits 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