TiVo 2006 Annual Report Download - page 123

converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial ownership of securities of
the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors has changed;
(vi) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor
provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation or subsidiary of the Corporation or other entity
controlled by the Corporation) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor
rule) of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors; or
(vii) for any reason during any period of two (2) consecutive years (not including any period prior to the Effective Date) a majority of the Board is
constituted by individuals other than (1) individuals who were directors immediately prior to the beginning of such period, and (2) new directors whose
election or appointment by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors immediately prior to the beginning of the period or whose election or nomination for election was
previously so approved.
2. Termination in Anticipation of or Following Change in Control.
(i) General. If a Change in Control shall have occurred during the term of this Agreement, you shall be entitled to the benefits provided in
Section 4(ii) if your employment is terminated within the thirteen (13) month period immediately following the date of such Change in Control (a) by the
Corporation other than for Cause or Disability (each as defined below), or (b) by you for Good Reason (as defined below) (a termination of your employment
under the circumstances described in this sentence is sometimes hereinafter referred to as a "Payment Termination"). Notwithstanding anything contained
herein, if your employment is terminated during the period commencing on the public announcement of a transaction which if consummated will constitute a
Change in Control and ending on the date of consummation of such Change in Control either by the Corporation other than for Cause or Disability or by you
for Good Reason, and if such termination (1) was at the request of a third party effecting the Change in Control or (2) otherwise arose in connection with or in
anticipation of the Change in Control, then for all purposes of this Agreement your employment shall be deemed to have been terminated immediately after
the actual occurrence of the Change in Control; provided, however that nothing herein shall extend the period within which any option to purchase the
Corporation's capital stock that you hold may be exercised following your termination of employment in such a manner as to result in adverse tax
consequences to you under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Except as described in the preceding sentence, in
the event that your employment with the Corporation is terminated for any reason and subsequently a Change in Control occurs, you shall not be entitled to
any benefits hereunder.
(ii) Death or Disability. Your employment with the Corporation shall terminate automatically upon your death. The Corporation may terminate
your employment for Disability, but only if that Disability continues through the Date of Termination (as hereinafter
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