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                                                                    EXHIBIT 10.2

                             MACROVISION CORPORATION

                  EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT

        THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT is made and entered

into as of July 5, 2005, by and between Macrovision Corporation, a Delaware

corporation (the "Company") and Alfred J. Amoroso ("Executive").

        WHEREAS, the Board of Directors (the "Board") of the Company has

determined that, in the event of a possible, threatened or pending sale or other

change in control of the Company, it is imperative that the Company and the

Board be able to rely upon Executive to continue in Executive's position, and

that the Company be able to receive and rely upon Executive's advice, if

requested, as to the best interests of the Company and its stockholders without

concern that Executive might be distracted by the personal uncertainties and

risks created by any such possible transactions; and

         WHEREAS, in connection with the foregoing, Executive may, in addition to

Executive's regular duties, be called upon to assist in the assessment of any

such possible transactions, advise management and the Board as to whether such

proposals would be in the best interests of the Company and its stockholders,

and to take such other actions as the Board might determine to be appropriate;

and

        WHEREAS, the Company's Compensation Committee has determined that

Executive should be provided severance benefits in the event his employment is

terminated in connection with a change in control or without cause in the

absence of a change in control, so that Executive will not be distracted by

personal uncertainties and risks concerning his employment with the Company; and

        WHEREAS, the Board and the Compensation Committee have authorized the

Company to enter into an agreement with Executive providing severance benefits

as set forth herein;

        NOW, THEREFORE, to assure the Company that it will have the continued

dedication of Executive and the availability of Executive's advice and counsel

through the occurrence of any Change in Control of the Company, and to induce

Executive to enter into and remain in the employ of the Company, and for other

good and valuable consideration, the Company and Executive agree as follows:

        1.       DEFINITIONS.

                (a)      "CAUSE" means the occurrence of any one or more of the

following: (i) conviction of any felony or any act of fraud, misappropriation or

embezzlement which has an immediate and materially adverse effect on the Company

or a Subsidiary, (ii) engaging in a fraudulent act to the material damage or

prejudice of the Company or a Subsidiary or in conduct or activities materially

damaging to the property, business or reputation of the Company or a Subsidiary,

(iii) willful and continued failure to comply in any material respect with the

terms of any applicable employment agreement or any written policies or lawful

directives of the Board which have an immediate and materially adverse effect on

the Company or a Subsidiary and which have not been corrected within 30 days

after written notice from the Company of such failure, (iv) any material act or

omission involving malfeasance or negligence in the performance of employment

duties which has an immediate and materially adverse effect on the Company or a

Subsidiary and which has not been corrected within 30 days after written notice

from the Company, or (v) material breach of any other agreement with the

Company, which has an immediate and materially adverse effect on the Company or

a Subsidiary and which has not been cured within 30 days after written notice

from the Company of such breach.

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                (b)      "CHANGE IN CONTROL" means any of the following events

(i) any "person" or "group" (as defined in or pursuant to Sections 13(d) or

14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))

other than the Company, is or becomes the "beneficial owner" (as defined in Rule

13d-3 promulgated under the Exchange Act), directly or indirectly (including by

holding securities which are exercisable for or convertible into shares of

capital stock of the Company), of securities of the Company representing 50% or

more of the voting power of the outstanding shares of capital stock of the

Company entitled to vote generally in the election of directors; or, (ii) the

Company sells or exchanges, through merger, assignment or otherwise, in one or

more transactions, other than in the ordinary course of business, assets which

provided at least seventy percent (70%) of the revenues or pre-tax net income of

the Company and its Subsidiaries on a consolidated basis during the most

recently-completed fiscal year, or, (iii) Continuing Directors cease to

constitute at least a majority of the Board. Notwithstanding the foregoing, the

following events shall not constitute a Change in Control: any acquisition of

beneficial ownership pursuant to (i) a reclassification, however effected, of

the Company's authorized common stock, or (ii) a corporate reorganization

involving the Company or a Subsidiary which does not result in a material change

in the ultimate ownership by the stockholders of the Company (through their

ownership of the Company or its successor resulting from the reorganization) of

the assets of the Company and its Subsidiaries, but only if such

reclassification or reorganization has been approved by the Board.

                (c)      "CODE" means the Internal Revenue Code of 1986, as

amended.

                (d)      "CONTINUING DIRECTOR" means (i) each Director in office

on July 1, 2005, and (ii) any successor to any such Director whose nomination or

selection was recommended or approved by a majority of the Directors in office

at the time of the Director's nomination or selection.

                (e)      "GOOD REASON" means the occurrence of any of the

following without Executive's consent: (i) a substantial diminution in

Executive's status, position or responsibilities, or the assignment to Executive

of any duties or responsibilities that are inconsistent with Executive's status,

position or responsibilities; (ii) a reduction in Executive's base salary or

target bonus compensation under the Company's Executive Incentive Plan; (iii)

the Company's failure to make the annual refresh stock option grants described

in the accepted offer of employment between Executive and the Company dated June

8, 2005 (the "Employment Letter"); (iv) the failure of any successor-in-interest

to assume all of the obligations of the Company under this Agreement; (v)

material breach of this Agreement by the Company or mate