Exhibit
10.1
Macrovision
Solutions Corporation
2009
Senior Executive Company Incentive Plan
I.
INTRODUCTION
a.
The Objective of the 2009 Senior Executive Company Incentive
Plan (the “Plan”) is to (i) enhance stockholder value by promoting
strong linkages between executive contributions and company
performance; (ii) support achievement of the business
objectives of Macrovision Solutions Corporation and its
subsidiaries (the “Company”); and (iii) promote
retention of participating employees of the
Company.
b.
Participants: This
plan applies solely to the Chief Executive Officer and the senior
executives reporting directly to the Chief Executive Officer at
Macrovision Solutions Corporation and its subsidiaries, but does
not include employees of TV Guide Network, TV Guide Online or TV
Games.
c.
Effective Date: This
Plan is effective for the fiscal year 2009, beginning January 1,
2009 through December 31, 2009. This Plan is limited in
time and expires automatically on December 31, 2009. All
benefits under this Plan are voluntary
benefits. Participation in this Plan during fiscal year
2009 does not convey any entitlement to participate in this or
future plans or to the same or similar bonus payment
benefits.
d.
Changes in the Plan: The
Company presently has no plans to change the Plan during the fiscal
year. However, this plan is a voluntary benefit provided
by the Company and by virtue of the fact that bonuses are not a
contractual entitlement and are paid at the sole discretion of the
Company, the Company reserves the right to modify the Plan, in
total or in part, at any time. Any such change must be
in writing and approved by the Compensation Committee of the Board
of Directors. The Compensation Committee of the Board of
Directors reserves the right to interpret the Plan document as
needed and such interpretations shall be final, conclusive and
binding on all persons, and shall be given the maximum deference
permitted by law.
e.
Entire Agreement: This
Plan is the entire agreement between the Company and the employee
regarding the subject matter of this Plan and supersedes all prior
bonus or commission incentive plans, whether with Macrovision or
any subsidiary or affiliate thereof, or any written or verbal
representations regarding the subject matter of this
Plan.
II.
ELIGIBILITY AND INCENTIVE PLAN ELEMENTS
a.
Eligibility: The
participants are eligible for the incentive payout if they meet the
following requirements:
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Except
as otherwise explicitly set forth in the Participant’s
Incentive Target Percentage Schedule (as defined in Section II
below), are not currently on a sales incentive or commission plan
or any other significant form of variable compensation (such as a
services bonus plan)
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Have
a performance rating of Needs Development or above
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Do
not have a performance rating of Unsatisfactory at the time of
calculation
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Are
not on a performance improvement plan at the time of calculation
and have not received a written notice of warning or other
disciplinary action during the year that remains in effect at the
time of calculation
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AND
The
participant must be employed in an incentive-eligible position on
or before the first working day of the last fiscal quarter of
fiscal year 2009 and must be employed by the Company on the day the
bonus is paid to be eligible for a 2009 incentive
payment. Participants may expect to receive their 2009
incentive payment on or about the end of February
2010. Participants in the Plan with less than one year
of service will be eligible for a prorated incentive amount as set
forth in Proration Factor below. In no event will any
individual accrue any right or entitlement to any incentive under
this Plan unless that individual is employed by the Company on the
day the bonus is paid.
Any
exception to the above must be approved in writing by the
Company’s Compensation Committee.
b.
The Annual Base Salary in effect at the end of the fiscal
year represents the basis for the incentive
calculation. Nothing in the Plan, or arising as a result
of a Participant’s participation in the Plan, shall prevent
the Company from changing a Participant’s Annual Base Salary
at any time based on such factors as the Company in its sole
discretion determines appropriate.
c.
Incentive Target Percentage is a percentage level of base
salary determined by the employee’s position except as
otherwise approved by the Compensation Committee. These
targets will be weighted by company and individual performance, and
will be set forth in an Incentive Target Percentage Schedule for
each Participant in substantially the form attached hereto as
Schedule A.
d.
Individual Performance Factor (“IPF”) is based
upon the manager’s evaluation of performance and contribution
for the fiscal year.
e.
Company Performance Factor is based upon the Company
achieving an established worldwide revenue target and a worldwide
earnings before interest, taxes, depreciation and amortization
(EBITDA) target per the 2009 op
