MACROVISION CORP
EX-10.1
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>tex10_1-2479.txt
<DESCRIPTION>EX-10.1
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                                                                   Exhibit 10.01

January 29, 2004

Mr. Jim Wickett
[Address]
[Address]

Dear Jim,

I am pleased offer you the position of EVP Corporate Development at Macrovision
Corporation, reporting to me. Your compensation will consist of a base salary of
$250,000 annually. You will also be eligible to participate in our EIP
(Executive Incentive Plan) for the 2004 calendar year, which has just been sent
to the Board comp committee for approval. I anticipate that within the next two
weeks the comp committee will approve the 2004 EIP Plan, as it is identical to
the 2003 Plan, and will provide a payout at 100% achievement of targets equal to
[__]% of your earned salary. The EIP bonus payout is split with [__]% based on
the Company meeting both its revenue and EBIT plan, and [__]% based on your
achievement of specific MBO objectives that you and I will develop together.
This job location is based in our offices located at 2830 De La Cruz Blvd in
Santa Clara and does not involve telecommuting.

Additionally, you will receive a 150,000 share stock option grant, which needs
to be approved by the Board of Directors. The price per share for this grant
will be set at the closing market price of Macrovision Corporation stock
(NASDAQ: MVSN) on your first day of employment. These options will vest in 3
years in accordance with the terms and conditions of the Macrovision Corporation
1996 Equity Incentive Plan as follows; 1/6 of total option grant at one year
from date of grant, 1/36 of total option grant per month for the next twelve
months and 1/24 of total option grant per month for the final twelve months. At
a stock price of $25.00, this option package has a Black Scholes capital
appreciation value of $2,250,000.

As long as the Company continues with its current employee stock option program
(which may be curtailed if FASB implements mandatory stock option expensing
rules, or may be changed at will by the Board of Directors) you will be eligible
for an annual refresh grant of up to ________ shares, contingent on your
performance.

As a Macrovision employee, you will receive our standard benefits including
Flexible Time Off (FTO), Paid Holidays, Medical, Dental, Life, Accidental Death
and Dismemberment, Long-term and Short-term Disability coverage, and enrollment
into our Employee Stock Purchase Plan (ESPP), Medical Spending and 401(k) Plans.
A description of our benefits is attached. Additionally, your salary, along with
your performance, will be reviewed in one year from your date of hire (your
anniversary date). These, and other matters, will be fully explained to you


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during your orientation; however, feel free to contact me or George Greeley, our
Director of HR, with any questions prior to that time.

In compliance with the Immigration Reform and Control Act of 1986, we are
responsible for verifying employment eligibility of all new employees. If you
choose to accept our offer, please bring with you on your first day documents
that show both proof of your identity and your eligibility to work (i.e.,
state-issued driver's license, U.S. passport, social security card, birth
certificate, etc.). In addition, in order to verify your recent salary and
compensation, you are asked to bring your W-2 forms (or other evidence of your
work-related compensation) for two of the last three years: 2001, 2002, 2003.
This offer of employment is contingent upon your providing the appropriate
identification and salary history information.

As Macrovision's relationship with employees is at-will, either you or
Macrovision may terminate the employment relationship at any time for any
reason, with or without notice. Also, any dispute arising out of or relating to
your employment with Macrovision, including, but not limited to, the manner in
which that employment is terminated, or any claims that Macrovision has violated
any state or federal civil rights laws shall be submitted to binding arbitration
under the administration of the American Arbitration Association.

It is understood that with respect to the at-will employment relationship and
the binding arbitration provision stated above, that this constitutes the full,
complete and final expression of the agreement with Macrovision, and that it may
not be modified, altered or amended, either expressly or impliedly, unless in
writing signed by the CEO of Macrovision.

As is standard for our senior executives, you will be offered an Executive
Severance and Employment Agreement after completing 12 months of service. The
intent of such agreement is to protect you and provide accelerated stock option
vesting and a minimum of 6-months' severance pay should a `change of control' of
the Company occur and should you lose your job or have your job materially
diminished in title, job function, or salary as a result.

As a matter of policy, we like to make it clear that if a prospective employee
accepts our offer, he/she should not bring to Macrovision from his or her
previous employers any drawings, documents, customer lists, or similar material.
Although this caution is in most cases unnecessary, we feel that it is important
to emphasize that the Macrovision policy prohibits the transfer or use of such
material from other employers. Additionally, as a condition of employment, all
employees must sign a Proprietary Information and Inventions Agreement, as well
as our Securities Trading Policy, both of which are attached.

If the foregoing meets with your approval, please indicate by signing below and
returning a copy of this letter to me no later than February 6, 2004.


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Jim, we look forward to your joining Macrovision and being a key contributor in
helping us [omitted]. I will also be looking to you to work with our Business
Units to lead the process for defining successful product and business
strategies.


Sincerely,

/s/ William A. Krepick

William A. Krepick
President/CEO

Attach: 2004 Proposed EIP (awaiting comp committee approval)
        Benefits Summary
        Proprietary Information and Inventions Agreement
        Securities Trading Policy



Agreed & Accepted:   /s/ Jim Wickett                  February 3, 2004
                  ------------------------------    ----------------------------
                                                      (Date)


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