TiVo 2004 Annual Report Download - page 122

(b) "Involuntary Termination for Good Reason" shall mean means that any of the following are undertaken without the Eligible Employee's express
written consent: (i) any substantial diminution in his or her title, circumstances of employment or scope of responsibilities, provided however, this shall not
include internal reassignments within the Company which do not result in substantial decreases in responsibility, (ii) a reduction by the Company in his or her
base compensation as in effect on the Effective Date or (iii) a relocation of his or her principal office more than fifty (50) miles from his or her location as in
effect on the Effective Date.
5. Change of Control. In the event of a Change of Control of the Company during the Effective Period, this Plan shall immediately be terminated and have no
further force or effect and no additional Severance Benefits shall be payable hereunder. For purposes of the Plan, "Change of Control" is definedas set forth in
the Change of Control Severance Agreement entered into by such Eligible Employee with the Company.
6. Release. The payment of all Severance Benefits described herein shall be conditioned upon each Eligible Employee's individual execution of and failure to
revoke a release (the "Release") on the Eligible Employee's termination date of in the form attached hereto and incorporated herein as Exhibit A. Such Release
shall specifically relate to each Eligible Employee's rights and claims in existence at the time of execution and shall confirm Eligible Employee's obligations
to the Company. It is understood that, as specified in the Release, an Eligible Employee shall have a certain number of calendar days to consider whether to
execute the Release and an Eligible Employee may revoke such Release within seven (7) calendar days after execution. In the event an Eligible Employee
does not execute the Release within the applicable period, or if an Eligible Employee revokes such Release within the subsequent seven (7) day period, this
Plan shall be null and void for the applicable Eligible Employee.
7. Taxes. Any amount payable hereunder shall be subject to applicable federal, state and local tax withholding.
8. Choice of Law. This Plan shall be construed and interpreted, and the rights of the parties shall be determined, in accordance with the laws of the State of
California, without regard to the conflicts of law provisions thereof.
9. Assignment. The Company may assign this Plan and its rights and obligations hereunder in whole, but not in part, only to any corporation or other entity
with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets if, in any such
case, said corporation or other entity shall by operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had
been originally made a party hereto; the Company may not otherwise assign this Plan or any of its rights and obligations hereunder. Subject to the foregoing,
the terms and provisions of this Plan shall be binding upon any successor to the Company (including without limitation, any purchaser or assignee of all or
substantially all of the assets of the Company), and such successor shall accordingly be liable for the payment of all benefits which become due and payable
under the Plan with respect to the Eligible Employees. An Eligible Employee may not assign or transfer any rights or obligations hereunder. Subject to the
foregoing, this Plan shall