TiVo 2006 Annual Report Download - page 140

(ii) Non-Solicitation. You hereby agree that, for the one (1) year period immediately following the Date of Termination, you shall not, either on your
own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any
other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Corporation any of its officers or employees or offer
employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee
of the Corporation; provided, however, that a general advertisement to which an employee of the Corporation responds shall in no event be deemed to result in
a breach of this Section 7(ii).
(iii) Survival; Reformation. The provisions of this Section 7 shall survive the termination or expiration of this Agreement and your employment with
the Corporation and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 7 is excessive in duration or scope
or is unreasonable or unenforceable under the laws of any state or jurisdiction, it is the intention of the parties that such restriction may be modified or
amended to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.
(iv) Equitable Relief. In the event that you shall breach or threaten to breach any of the provisions of this Section 7, in addition to and without limiting
or waiving any other remedies available to the Corporation in law or in equity, the Corporation shall be entitled to immediate injunctive relief in any court,
domestic or foreign, having the capacity to grant such relief, to restrain such breach or threatened breach and to enforce the provisions of this Section 7. You
acknowledge that it is impossible to measure in money the damages that the Corporation will sustain in the event that you breach or threaten to breach the
provisions of this Section 7 and, in the event that the Corporation shall institute any action or proceeding to enforce such provisions seeking injunctive relief,
you hereby waive and agree not to assert and shall not use as a defense thereto the claim or defense that the Corporation has an adequate remedy at law. The
foregoing shall not prejudice the right of the Corporation to require you to account for and pay over to the Corporation the amount of any actual damages
incurred by the Corporation as a result of such breach.
8. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law
principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Except as
provided in Section 4(ii)(f) hereunder, any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or
local law. The obligations of the Corporation under Section 4 shall survive the expiration of the term of this Agreement. The section headings contained in
this Agreement are for convenience only, and shall not affect the interpretation of this Agreement.
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