TiVo 2006 Annual Report Download - page 159

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 you of providing yourself such benefit coverage. At the termination of the benefits coverage under the first sentence of this
Section 4(ii)(e), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Code, Sections 601-608 of the Employee
Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated
employment with the Corporation on the date such benefits coverage terminates; and
(e) the Corporation shall furnish you for six (6) years following the Date of Termination with directors' and officers' liability insurance insuring
you against insurable events which occur or have occurred while you were a director or officer of the Corporation, such insurance to have policy limits
aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain
substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers and directors of the Corporation in force from
time to time, provided, however, that such terms, conditions and exceptions shall not be, in the aggregate, materially less favorable to you than those in effect
on the date hereof; provided, further, that if the aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty
percent (150%) of the per annum rate of premium currently paid by the Corporation for such insurance, then the Corporation shall provide the maximum
coverage that will then be available at an annual premium equal to one hundred and fifty percent (150%) of such rate.
(iii) The payments provided for in Sections 4(ii)(a) and (b) as applicable, shall be made not later than the fifth business day following the Date of
Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Corporation shall pay to you on
such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such payments and shall pay the remainder of such
payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event
later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined
to have been due, such excess shall constitute a loan by the Corporation to you, payable on the fifth day after demand by the Corporation (together with
interest at the rate provided in Section 1274(b)(2)(B) of the Code).
(iv) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise,
nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by
another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed
to be owed by you to the Corporation, or otherwise.
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