TiVo 2006 Annual Report Download - page 142

(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.
12. 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, 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(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).
13. 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 sponsored employee benefit plans and stock options plans. For the avoidance of doubt, this
Agreement will supersede any provisions contained in the Corporation's stock option plan or otherwise that would impose a "cut-back" under Section 290G of
the Code (but in no event shall his Agreement be construed or interpreted as providing any right to "gross-up" or similar tax reimbursement pay in respect of
excise taxes payable as a result of Sections 280G or 4999 of the Code), it being understood and agreed that you may elect to reduce or eliminate any payment
or benefit to which you are otherwise entitled in order to avoid imposition of any tax under Section 409A of the Code. The provisions of this Agreement shall
not in any way abrogate your rights
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