EMPLOYMENT AGREEMENT

EXHIBIT 10.33

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into by and between Gemstar-TV Guide International, Inc. (the “Company”) and Doug Macrae (“Employee”), as of the 22nd day of December 2003 (“Effective Date”).

I. EMPLOYMENT

The Company hereby employs Employee and Employee hereby accepts such employment, upon the terms and conditions hereinafter set forth, from December 22, 2003 (“Employment Date”), to and including January 1, 2007 (the “Term”). This Agreement is subject to renewal only as set forth in Section VI below. In the event the Agreement is renewed pursuant to Section VI below, reference to the Term in this Agreement shall also refer to such renewal term.

II. DUTIES

A. Employee shall serve during the course of his employment as President of the TV Guide Consumer Electronics Group and shall have such other duties and responsibilities as are consistent with those generally performed by the president of a company as the Chief Executive Officer of the Company shall determine from time to time. The Company acknowledges that the TV Guide Consumer Electronics Group is an operating division of the Company, provided however that, subject to the provisions of Section IV-C below, the Company retains absolute discretion to reorganize the Company from time to time and that nothing in this Agreement shall in any way affect or limit such discretion.

B. Employee agrees to devote substantially all of his time, energy and ability to the business of the Company. Nothing herein shall prevent Employee, upon approval of the Board of Directors of the Company, from serving as a director or trustee of other corporations or businesses which are not in competition with the business of the Company or in competition with any present or future affiliate of the Company; provided, however, that no approval of the Board of Directors of the Company shall be required for Employee to (i) continue to serve as a director of any company of which he was a director as of the Effective Date so long as such company is not in competition with the Company or (ii) serve as a director or trustee of any non-profit organization. Nothing herein shall prevent Employee from (i) investing in real estate for his own account, (ii) becoming a partner or a stockholder in any corporation, partnership or other venture not in competition with the business of the Company or in competition with any present affiliate of the Company, or (iii) becoming up to a 5% stockholder in any publicly held corporation whether or not in competition with the business of the Company or in competition with any present or future affiliate of the Company.

C. For the Term of this Agreement, Employee shall report to the Chief Executive Officer of the Company.

III. COMPENSATION

A. Salary: The Company will pay to Employee a base salary at the annual rate of $600,000. Such salary shall be earned monthly and shall be payable in periodic installments no less frequently than monthly in accordance with the Company’s customary practices. Amounts payable shall be reduced by standard withholding and other authorized deductions. Annual increases shall be at of the Company’s sole discretion but in line with those of the Presidents of the TV Guide Publishing and Television Groups, adjusting for performance.

B. Annual Bonus: Employee shall be paid an annual bonus at the Company’s sole discretion based upon the performance of the TV Guide Consumer Electronics Group and of Gemstar-TV Guide International, Inc. with a target bonus equal to the average of the target bonuses measured in dollars of the Presidents of the TV Guide Publishing and Television Groups.

C. Stock Options: The Company shall grant to Employee, subject to Compensation Committee approval and the vesting provisions described in this Agreement, nonqualified stock options (the “Options”) under the Company’s 1994 Stock Incentive Plan, as amended (the “Plan”), to acquire 350,000 shares of the Company’s Common Stock (“Common Shares”). Each Option shall represent the right to acquire one (1) Common Share. Subject to earlier termination of the Options as described below, 22,500 Options shall vest in full and become immediately exercisable on the first of day of each quarter during the Term of this Agreement. The Options shall expire on the first to occur of (i) the close of business on the last business day of the Company coinciding with or immediately preceding the day before the tenth anniversary of the Effective Date, (ii) the termination of the Options pursuant to Section 4.2 of the 1994 Plan, or (iii) the termination of the Options in connection with a termination of Employee’s employment with the Company as contemplated by the Option Agreement (as such term is defined below) and as modified by Section IV-E-1 and IV-E-3 below. The exercise price per Common Share under each Option shall equal the closing price for a Common Share on the NASDAQ National Market Reporting System on the day which this Agreement is approved by the Compensation Committee (which shall be the grant date of the Options). The Options shall be evidenced by a written option agreement in the form attached hereto as Exhibit A (the “Option Agreement”) and shall, except as expressly provided in this Section III-G and in Sections IV-E-1 and IV-E-3 below, be subject to the terms and conditions set forth in the Plan and the Option Agreement. Additional annual Option grants with a target equal to the target of the President of the TV Guide Television Group may be made at Company’s sole discretion, subject to Compensation Committee approval.

D. Vacation: Employee shall be entitled to four (4) weeks paid vacation each year which shall be taken in accordance with the policies and practices as in effect generally with respect to other peer executives of the Company.

IV. TERMINATION

A. Death or Disability: Employee’s employment shall terminate automatically upon Employee’s death. If a Disability of Employee has occurred (pursuant to the definition of Disability set forth below), the Company may give to Employee written notice of its intention to terminate Employee’s employment. In such event, Employee’s employment with the Company shall terminate effective on the 120th day after receipt of such notice by Employee, provided that, within the 120 days after such receipt, Employee shall not have returned to full-time performance of his duties. For purposes of this Agreement, “Disability” shall mean either a physical or mental impairment which substantially limits a major life activity of Employee and which renders Employee unable to perform the essential functions of his position, even with reasonable accommodation which does not impose an undue hardship on the Company for an aggregate of 120 days in any twelve-month period. The determination of disability under the preceding sentence, shall be based upon information supplied by Employee and/or his medical personnel, as well as information from medical personnel (or others) selected by the Company. In the event Employee’s health care provider and the Company do not agree as to whether Employee has a Disability, Employee and the Company shall appoint a third-party qualified physician who shall evaluate Employee and provide a determination of whether Employee has a Disability.

B. Cause: The Company may terminate Employee’s employment for “Cause” in the event the Employee has engaged in or committed: willful misconduct; gross negligence; theft, or fraud; any willful act that is reasonably likely to and which does in fact have the effect of materially injuring the reputation, business or a business relationship of the Company; and material breach of any material term of this Agreement. In the event the Company determines that Cause for termination exists based upon willful misconduct or gross negligence, the Company shall give Employee fourteen (14) days prior written notice of such termination which notice shall include reasonable detail as to the ground for such termination. If such ground is curable, Employee shall be given thirty (30) days from the date of such notice to cure such ground for termination for Cause. After the expiration of any such cure period, the Company shall make a good faith determination as to whether Employee has cured such ground for termination for Cause and shall give written notice thereof to the Employee which, in the case of a determination that Employee has failed to cure, shall include reasonable detail as to why Employee’s efforts to cure were not adequate. Notwithstanding anything to the contrary set forth in this Section IV-B, the Company shall not have the right to terminate the Employee for “Cause” after the expiration of six (6) months from discovery by the Company of the conduct or circumstances that are the basis for such termination.

C. Good Reason: Employee may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i) the Company requires Employee to relocate his principal office more than 25 miles of Weston, Massachusetts area without Employee’s consent; (ii) the Company assigns Employee to a position other than President of the TV Guide Consumer Electronics Group without Employee’s consent; (iii) the Company requires Employee to report directly to anyone other than the Chief Executive Officer without Employee’s consent; (iv) the Company substantially diminishes Employee’s duties or responsibilities; (v) the Company fails to pay any amounts owed to Employee when due or otherwise materially breaches any material term of this Agreement; (vi) the occurrence of a Change in Control of the Company. For purposes of this Agreement, a “Change in Control” shall mean either (1) the accumulation or acquisition of a majority of the Common Shares of the Company by any person or entity which, as of the Effective Date, owned less than ten percent (10%) of the Common Shares or (2) the purchase of substantially all of the assets of the Company by any person or entity which, as of the Effective Date, owned less than ten percent (10%) of the Common Shares. Before terminating his employment with Good Reason under subsections (i) (vi), Employee shall give the Company written notice of his intent to terminate for Good Reason and the basis therefor,

and the Company shall have thirty (30) days to cure (the “Cure Period”) the Good Reason. At the end the Cure Period, Employee shall determine in good faith determination as to whether the Company has cured such Good Reason. If Employee determines that the Company has failed to cure the Good Reason within the Cure Period, Employee may terminate his employment and this Agreement upon an additional ten (10) days’ written notice which notice shall include reasonable detail as to why the Company’s efforts to cure such Good Reason were inadequate. In the event Employee intends to terminate his employment upon a Change in Control, Employee must give the Company written notice of such termination within six (6) months days after the Change in Control occurrence. For all purposes under this Agreement, any termination by Employee with Good Reason shall be treated as a termination without Cause and Employee shall be entitled to the payments and benefits set forth in Section IV-E-3 pursuant to its terms.

D. Other than Cause or Death or Disability: The Company may terminate Employee’s employment at any time, with or without cause, upon ninety (90) days’ written notice.

E. Obligations of the Company Upon Termination:

1. Death or Disability: If Employee’s employment is terminated by reason of Employee’s Death or Disability, this Agreement shall terminate without further obligations to Employee or his legal representatives under this Agreement, other than for (a) payment of the sum of (i) Employee’s annual base salary through the date of termination to the extent not theretofore paid, (ii) Employee’s pro rata bonus (based on number of days elapsed) for the calendar year during which the Employee’s Death or Disability occurs, and (iii) any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Employee or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the date of termination; and (b) payment to Employee or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of any applicable welfare benefit plans. Upon a termination as a result of Death or Disability, the Options, and any other options granted to Employee by the Company during his employment, to the extent outstanding and not previously vested at the time of such termination, shall thereupon vest in full and shall continue to be exercisable for a period of three (3) years after such termination.

2. Cause: If Employee’s employment is terminated by the Company for Cause, this Agreement shall terminate without further obligations to Employee other than for the timely payment of Accrued Obligations. If it is subsequently determined that the Company did not have Cause for termination under Section IV-B, then the Company’s decision to terminate shall be deemed to have been made under Section IV-D and the amounts payable under Section IV-E-3 shall be the only amounts Employee may receive for his termination.