TiVo 2006 Annual Report Download - page 137

(ii) If you incur a Payment Termination, then, subject to Section 4(v), in lieu of any severance benefits to which you may otherwise be entitled under
any severance plan or program of the Corporation or by law, you shall be entitled to the benefits provided below:
(a) the Corporation shall, at the time specified in Section 4(iii), pay to you your full base salary, when due, through the Date of Termination at the rate
in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the
Corporation at the time such payments are due;
(b) the Corporation shall, at the time specified in Section 4(iii), pay as severance pay to you a lump-sum severance payment equal to the sum of the
following:
(A) fifty percent (50%) of the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or
(y) your annual base salary as in effect immediately prior to the Change in Control; and
(B) fifty percent (50%) of the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted
annual bonus for the year in which the Change in Control occurs, as if the bonus goals are satisfied;
(c) you shall immediately become vested with respect to fifty percent (50%) of the unvested portion of any options to purchase the Corporation's capital
stock that you then hold and/or the vesting or other restrictions with respect to fifty percent (50%) of the restricted shares or other equity awards relating to the
Corporation's capital stock that you then hold shall immediately lapse; provided, however that with regard to stock options, restricted shares or other equity
awards relating to the Corporation's capital stock held by you that contain provisions making the vesting of, or lapse of restrictions with respect to, such
awards contingent upon the attainment of one or more performance goals ("Performance Awards"), such Performance Awards shall become vested and/or
restrictions shall lapse with respect to fifty percent (50%) of the shares of the Corporation's capital stock that otherwise would have become vested during the
year of your termination of employment as if the performance goals with respect to such year (or prior periods) had been attained;
(d) for the period beginning on the Date of Termination and ending on the earlier of (i) the date which is six (6) full months following the Date of
Termination or (ii) the first day of your eligibility to participate in a comparable group health plan maintained by a subsequent employer, the Corporation shall
pay for and provide you and your dependents with the same medical benefits coverage to which you would have been entitled had you remained continuously
employed by the Corporation during such period. In the event that you are ineligible under the terms of the Corporation's benefit plans to continue to be so
covered, the Corporation shall provide you with substantially equivalent coverage through other sources or will provide you with a lump sum payment
(determined on a present value basis using the interest rate provided in Section 1274(b)(2)(B) of the Code, on the Date of Termination) in such amount that,
after all income and employment taxes on that amount, shall be equal to the cost to
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