ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 9,2009, the Compensation Committee of Rovi Corporation (the "Company") approved an incentive program for approximately 100 employees working on the development of the Company's TotalGuide solution. As part of this incentive program, Thomas Carson, the Company's Executive Vice President, Worldwide Sales & Services, is eligible for an award of up to 3,500 shares of fully vested restricted stock of the Company, par value $0.001, if various specified performance criteria are achieved. The incentive program provides that 50% of such restricted stock award would be granted upon achievement of certain performance milestones by April 15, 2010 (including achievement of specified targets for number of customer wins, number of projected unit shipments and number of content partners, as well as specific product feature and performance criteria) and the remaining 50% of such restricted stock award would be granted upon achievement of certain performance milestones by March 1, 2011 (including achievement of specified targets of shipment volume and customer implementation).