Summary of 2005 Director Compensation for Macrovision Non-Employee Directors

Summary

Macrovision's 2005 director compensation plan provides non-employee directors with an annual cash retainer of $30,000, plus additional payments for attending board and committee meetings. Directors are also reimbursed for travel expenses. Stock compensation includes an initial stock option grant of 40,000 shares upon joining, annual grants of 15,000 shares, and additional grants for committee chairpersons. Directors may also receive discretionary stock options or awards under the company's equity incentive plans.

EX-10.26 5 d16701_ex10-26.htm

Exhibit 10.26

Summary of Director Compensation

For 2005, the board of directors has approved the following annual compensation to directors who are not employees:

Cash compensation

  Annual retainer of $30,000, paid in four equal quarterly installments

  $1,500 for each quarterly board meeting attended

  $1,000 for each committee meeting or other non-quarterly board meeting attended

  Reimbursement for customary and usual travel expenses

Stock compensation

  Upon the date on which a person first becomes a non-employee director, such non-employee director will receive a one-time stock option grant to purchase 40,000 shares of Macrovision common stock pursuant to the 1996 Directors Stock Option Plan

  Upon each anniversary of the date on which a non-employee director joined the board, such non-employee director will receive an annual stock option grant to purchase 15,000 shares of Macrovision common stock pursuant to the 1996 Directors Stock Option Plan

  Upon the conclusion of our annual meeting of stockholders each year, the chairman of our Audit Committee will receive an additional annual stock option grant to purchase 7,500 shares of Macrovision common stock pursuant to the 1996 Directors Stock Option Plan

  Upon the conclusion of our annual meeting of stockholders each year, the chairman of our Compensation Committee and the chairman of our Corporate Governance and Nominating Committee will each receive an additional annual stock option grant to purchase 5,000 shares of Macrovision common stock pursuant to the 1996 Directors Stock Option Plan

  Our directors may receive discretionary grants of stock options and other awards under the Macrovision Corporation 2000 Equity Incentive Plan and the Macrovision Corporation 1996 Equity Incentive Plan