TiVo 2004 Annual Report Download - page 138

(c) In accordance with the Older Workers Benefit Protection Act of 1990, the Executive acknowledges that he is aware of the following:
(i) He has a right to consult with an attorney before accepting this offer;
(ii) He has 21 days from the date this offer is received to consider this offer; and
(iii) He has seven days after accepting this offer to revoke his acceptance, and his acceptance will not be effective until that
revocation period has expired.
7. The Company's Release of Claims. The Company voluntarily releases and discharges the Executive and his heirs, successors, administrators,
representatives and assigns from all Claims which it may have against the Executive as the result of his employment or the discontinuance of his employment
and that are based upon facts known, or which in the exercise of reasonable diligence should have been known, to the Company's Board of Directors.
Notwithstanding the foregoing, nothing herein shall release or discharge any Claim by the Company against the Executive, or the right of the Company to
bring any action, legal or otherwise, against the Executive as a result of any failure by him to perform his obligations under this Agreement, or as a result of
any acts of intentional misconduct or recklessness (including but not limited to fraud, embezzlement, misappropriation, or other malfeasance).
8. Nondisparagement. The Executive agrees that neither he nor anyone acting by, through, under or in concert with him shall at any time in the future
disparage or otherwise communicate negative statements or opinions about the Company, its Board members, officers, employees, services, products or
business. The Company agrees that neither its Board members nor its officers shall at any time in the future disparage or otherwise communicate negative
statements or opinions about the Executive. The parties agree that it would be difficult, if not impossible, for either party to demonstrate the amount of actual
damages flowing from a breach of this provision. Therefore, the parties agree that if either breaches this Paragraph 8, then the aggrieved party shall be entitled
to liquidated damages per breach of $25,000, in addition to reasonable attorneys' fees and costs incurred in establishing the breach. The parties further agree
that any assertion that one or the other of the parties has breached this Paragraph 8 shall be submitted to a single neutral arbitrator affiliated with AAA in
Santa Clara County, California, said arbitrator to be chosen by mutual agreement or, if the parties are unable to agree, by AAA, in accordance with its
procedures for the selection of arbitrators. Each party shall submit letter briefs not to exceed three pages, and declaration evidence in support of its position,
and shall submit the matter to hearing upon ten business days' notice.
9. Cooperation. The Executive agrees to give reasonable cooperation, at the Company's request, in any pending or future litigation or arbitration
brought against the Company and in any investigation the Company or any third party may conduct. The Company shall reimburse the Executive for
reasonable out-of-pocket expenses incurred by him, including for any loss of salary that results from the Company's request that the Executive cooperate with
it pursuant to this Paragraph 9.
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