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Document Preview Key Employee Agreement |
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Title: |
Key Employee Agreement |
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Date: |
2001 |
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Price: |
$44 |
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ID: |
#1118827 |
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MACROVISION CORPORATION
KEY EMPLOYEE AGREEMENT
for
MATTHEW CHRISTIANO
Macrovision Corporation, a Delaware corporation, and Matthew Christiano, as of
this 31st day of August, 2000, hereby agree as follows:
This Agreement sets forth the terms of your employment with Macrovision
Corporation, a Delaware corporation ("MVSN"), and Globetrotter Software, Inc., a
wholly-owned Delaware subsidiary of MVSN ("Globetrotter"). MVSN and Globetrotter
are each herein referred to as a "Company" and collectively as the "Companies".
8) Duties. During the term of your employment under this Agreement, and
subject to the terms and conditions contained in this Agreement, you
will be employed as a Vice President of the Globetrotter division of
Macrovision Corporation, and an officer of Macrovision Corporation,
splitting your responsibilities between the Globetrotter division VP
function for product strategy, software development and technology
liaison with senior executives of major Globetrotter customers, and
the Macrovision CTO function for architecting, directing, and
integrating the Companies' various software development activities.
Notwithstanding the above, you will not be required to relocate your
principal office to any location outside a 20-mile radius from your
current principal office located at 1530 Meridian Avenue, San Jose,
California.
9) Term. Unless sooner terminated in accordance with the applicable
provisions of this Agreement, your employment under the terms of
this Agreement shall be for the period (the "Employment Period")
commencing on the day of the Effective Time (as defined in that
certain Agreement and Plan of Merger, dated June 19, 2000 by and
among Globetrotter, GSI Acquisition Corp, MVSN, Matthew Christiano,
and Sallie Calhoun (the "Merger Agreement"))(the "Commencement
Date") and ending three years following the Commencement Date. This
Agreement shall not take effect until the Effective Time and shall
be null and void if the Effective Time has not occurred on or before
August 31, 2000.
10) Time to Be Devoted to Employment. During the Employment Period, you
will devote substantially all of your working energies, efforts,
interest, abilities and time during normal business hours
exclusively to the business and affairs of the Companies. You will
not engage in any other business or activity which, in the
reasonable judgment of the MVSN Board of Directors would conflict or
interfere, in any material respect, with the performance of your
duties as set forth herein, whether or not such activity is pursued
for gain, profit or other pecuniary advantage. During your first
year of employment with MVSN, your employment performance will be
formally assessed at the end of each six months as part of the MVSN
employee review program.
11) Base Salary; Bonus; Benefits.
(a) During the Employment Period, you shall receive an annual base
salary (the "Base Salary") of $180,000 (or a prorated portion
thereof for partial years) payable by Globetrotter in such
installments (but not less often than twice monthly) as is
generally the policy of MVSN with respect to the payment of
regular compensation to its executive officers. The Base
Salary may be increased from time to time in the sole
discretion of MVSN Board of Directors' Compensation
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