TiVo 2006 Annual Report Download - page 131

with the other benefits provided in Section 4(ii) of this Agreement, if, but only if, you agree in writing that if the Dispute is resolved against you, you shall
promptly refund to the Corporation all payments you receive under Section 4(ii)(b) of this Agreement plus interest at the rate provided in Section 1274(d) of
the Code, compounded quarterly. If the Dispute is resolved in your favor, promptly after resolution of the Dispute the Corporation shall pay you all amounts
which were withheld during the period of the Dispute plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly.
(iii) Expenses, Legal Fees. The Corporation shall pay, or reimburse you for, all administrative fees and costs, and all arbitrator's fees and
expenses incurred by you in connection with any Dispute arising out of or related to this Agreement. The Corporation shall pay, or reimburse you for, all
expenses and reasonable attorneys fees incurred by you in connection with any Dispute arising out of or relating to this Agreement or the interpretation
thereof to which you are entitled by statute and with respect to which you prevail, and then in accordance with the terms of the arbitrator's award.
11. Section 409A.
(a) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code and, accordingly, the
benefits provided pursuant to this Agreement are intended to be paid not later than the later of: (i) the fifteenth day of the third month following your first
taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable
year of the Company in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code
and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the "Short-Term Deferral
Date."
(b) Notwithstanding anything to the contrary herein, in the event that any benefits provided pursuant to this Agreement are not actually or
constructively received by you on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code
Section 409A, then: (i) subject to clause (ii), such benefit shall be paid upon your separation from service, with respect to the Company and its affiliates
within the meaning of Section 409A of the Code, and (ii) if you are a "specified employee," as defined in Section 409A(a)(2)(B)(i) of the Code, with respect
to the Company and its affiliates, such benefit shall be paid upon the date which is six months after the date of your "separation from service" (or, if earlier,
the date of your death).
12. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer,
employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including,
without limitation, any prior severance agreements, is hereby terminated and cancelled. Any of your rights hereunder shall be in addition to any rights you
may otherwise have under benefit plans or agreements of the Corporation (other than severance plans or agreements) to which you are a party or in which you
are a participant, including, but not limited to, any Corporation
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