TiVo 2005 Annual Report Download - page 94

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Table of Contents
On March 29, 2006, the Board of Directors of TiVo Inc. approved the Fiscal Year 2007 Bonus Plan For Executives. The Fiscal Year 2007 Bonus Plan
For Executives would provide for certain incentive compensation for the Company's executives. Under the Fiscal Year 2007 Bonus Plan For Executives, cash
and stock bonuses, if any, will be based on the Company's achievement of specified corporate and departmental goals both at the mid-year and end of fiscal
year 2007, as determined by the Compensation Committee and/or the Board of Directors.
On April 12, 2006, the Company entered into the Second Amendment (the "Second Amendment") to the Company's Rights Agreement, dated as of
January 16, 2001 (the "Rights Plan"), by and between the Company and Wells Fargo Shareowner Services (the "Rights Agent"), as amended by the First
Amendment thereto, dated as of February 20, 2001. Pursuant to Section 26 of the Rights Plan, the Company amended the Rights Plan to remove the defined
term "Existing Holder." The Second Amendment is filed as an exhibit hereto and is incorporated by reference herein.
On April 13, 2006, the Company announced that Stuart West has been appointed to the position of Acting Chief Financial Officer, effective April 17,
2006. Mr. West, who has been with the Company for more than five years, is currently Vice President, Finance and is the only internal candidate for the
permanent position of Chief Financial Officer.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures.
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls
and procedures pursuant to Rule 13a-15 and Rule 15d-15(b) under the Securities Exchange Act of 1934 as amended (the "Exchange Act"). In designing and
evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the
fact that there are resource constraints and that we are required to apply our judgment in evaluating the benefits of possible controls and procedures relative to
our costs.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of January 31, 2006, our disclosure controls and
procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act (i) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to
allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms.
(b) Changes in internal control over financial reporting.
There were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report on Form 10-K that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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