TiVo 2004 Annual Report Download - page 120

EXHIBIT 10.31
TIVO INC.
SEVERANCE PLAN FOR FULL-TIME SENIOR EXECUTIVES
This Severance Plan for Full-Time Senior Executives (the "Plan") sets forth the plan of Tivo Inc. (the "Company") with respect to the payment of certain
severance benefits to eligible employees of the Company (the "Severance Benefits") in the event of termination without Cause or Involuntary Termination for
Good Reason during the Effective Period (all capitalized terms are defined below).
1. Effective Date and Term. This Plan shall be effective as of March 2, 2005 (the "Effective Date") and shall terminate upon the one (1) year anniversary of
the date of hire of the Company's next Chief Executive Officer ("CEO") whom shall be hired following the Executive Date (collectively, the "Effective
Period").
2. Eligible Employees. Only those individuals identified by the Board of Directors of the Company (the "Board") as eligible to participate in the Plan (the
"Eligible Employees") shall be eligible to receive Severance Benefits pursuant to this Plan. In the event that an Eligible Employee's employment is terminated
for any reason other than not for Cause or an Involuntary Termination for Good Reason, he or she shall not be eligible for any Severance Benefits under the
Plan.
3. Severance Benefits. Subject to Sections 5 and 6 below, in the event of the termination of an Eligible Employee's employment by the Company other than
for Cause or an Involuntary Termination for Good Reason by an Eligible Employee during the Effective Period, an Eligible Employee shall receive the
following Severance Benefits:
(a) Cash Award. On the date of an Eligible Employee's termination of employment by the Company other than for Cause or an Eligible Employee's
Involuntary Termination for Good Reason, the Eligible Employee shall be entitled to continue to receive his or her base salary as in effect immediately prior
to such termination for six (6) consecutive equal monthly installments over the six (6) month period following such termination, provided, however, to the
extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") in the event the Eligible Employee is deemed to be a
"Key Employee" (as such term is defined under Section 409A of the Code) at the time of such termination, such payment shall not be made until six (6)
months following such termination or such other time as required to comply with Section 409A of the Code and any regulations promulgated thereunder.
In addition, for the period beginning after the six (6) month anniversary of such termination and ending one (1) year following the date of such
termination, the Eligible Employee shall be entitled to up to an additional six (6) months of salary continuation, provided however, that the amount of such
additional six (6) monthly awards shall be reduced, by the amount of compensation received by the Eligible Employee by a new employer during such