TiVo 2008 Annual Report Download - page 83

Table of Contents
The following table summarizes the Company's unvested stock activity for the three years ended January 31, 2009, 2008, and 2007:
Number of
Shares
Weighted-Average
Grant Date Fair
Value
(in thousands)
Unvested stock at January 31, 2006 480 $ 6.11
Granted 257 $ 7.32
Vested (227) $ 5.69
Forfeited (14) $ 6.71
Unvested stock at January 31, 2007 496 $ 6.91
Granted 642 $ 6.04
Vested (176) $ 6.66
Forfeited (50) $ 6.97
Unvested stock at January 31, 2008 912 $ 6.35
Granted 1,275 $ 8.86
Vested (336) $ 7.06
Forfeited (126) $ 8.69
Unvested stock at January 31, 2009 1,725 $ 7.89
Performance-Based Awards
During fiscal years 2009 and 2008, the Company had a performance-based plan that grants restricted stock to specified manager-level employees based
on the attainment of specified goals. The number of awards issued for the fiscal year ended January 31, 2008 was determined in the first quarter of fiscal year
2009 based on upon meeting various departmental and company-wide performance goals for fiscal year 2008. The numbers of awards issued in March 2008
was 153,114 shares for restricted stock that will then vest over a two year period. The number of awards issued for the fiscal year ended January 31, 2009 was
determined in the first quarter of fiscal year 2010 and based upon meeting various departmental and company-wide performance goals for fiscal year
2009. The number of fiscal 2009 awards issued is 62,437 that will vest over a four-year period. Total compensation cost recognized related to these
performance-based awards was approximately $551,000 and $302,000 for the fiscal year ended January 31, 2009 and 2008, respectively. As of January 31,
2009, $962,000 of total unrecognized compensation cost related to these awards are expected to be recognized over a weighted-average period of 2.32 years.
14. RETIREMENT PLAN
In December 1997, the Company established a 401(k) Retirement Plan (the Retirement Plan) available to employees who meet the plan's eligibility
requirements. Participants may elect to contribute a percentage of their compensation to the Retirement Plan up to a statutory limit. Participants are fully
vested in their contributions. The Company may make discretionary contributions to the Retirement Plan as a percentage of participant contributions, subject
to established limits. The Company has not made any contributions to the Retirement Plan from inception through January 31, 2009.
15. ADOPTION OF STOCKHOLDER RIGHTS PLAN
On January 9, 2001, TiVo's Board of Directors declared a dividend distribution of one Preferred Share Purchase Right (Right) on each outstanding
share of TiVo common stock outstanding at the close of business on January 1, 2001 (the Rights Plan). Subject to limited exceptions, the Rights will be
exercisable if a person or group acquires 15% or more or 30.01% or more in the case of AOL and its affiliates and associates, of the Company's common
stock or announces a tender offer for 15% or more of the common stock, (Acquiring Person). On April 12, 2006, TiVo amended the Rights Plan's definition of
Acquiring Person to remove the defined term "Existing Holder". Under certain circumstances, each Right will entitle stockholders to buy one one-hundredth
of a share of newly created Series B Junior Participating Preferred Stock of TiVo at an exercise price of $60.00 per Right, subject to adjustments under certain
circumstances. The rights are not exercisable as of the date of this filing. The TiVo Board will be entitled to redeem the Rights at $.01 per Right at any time
before a person has become an Acquiring Person.
The Rights are intended to enable all TiVo stockholders to realize the long-term value of their investment in the Company. They do not prevent a
takeover, but should encourage anyone seeking to acquire TiVo to negotiate with the Board of Directors prior to attempting a takeover. The Rights Plan will
expire on January 9, 2011.
80