TiVo 2004 Annual Report Download - page 121

additional six (6) month period, to the extent the Eligible Employee commences new employment. This reduction shall be down to and including zero in the
event the Eligible Employee's new employment base salary equals or exceeds the amount of his or her annual base salary payable by the Company as in effect
immediately prior to such termination.
(b) Acceleration of Equity Awards. On the date such termination by the Company other than for Cause or an Eligible Employee's Involuntary
Termination for Good Reason occurs, the outstanding and unvested options to purchase the common stock of the Company, restricted stock or other equity
awards granted under any equity plan of the Company then held by the Eligible Employee shall be accelerated in part, such that an additional amount of
outstanding awards that would have vested had the Eligible Employee remained an employee of the Company for twelve (12) months following the date of
such termination of employment shall become automatically vested and exercisable and shall remain exercisable for such period of time following the
termination of the employment of the Eligible Executive as provided for by the specific agreements governing each such award.
(c) Benefits Continuation. Provided the Eligible Employee elects continued group health plan coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay for the applicable premium amount for the Eligible Employee and his or her
dependents until the earlier of (i) the date which is one (1) year following the date of the Eligible Employee's termination of employment other than for Cause
or Involuntary Termination for Good Reason, and (ii) the date which the Eligible Employee is first covered under any other group health plan, which does not
contain any exclusion or limitation, as set forth in Section 4980B(f)(2)(B)(iv) of the Code.
4. Defined Terms. For purposes of this Plan, the following definitions shall apply:
(a) "Cause" means termination of employment due to means (i) conviction of, a guilty plea with respect to, or a plea of nolo contendere to a charge that
the Eligible Employee has committed a felony under the laws of the United States or of any state or a crime involving moral turpitude, including, but not
limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the expense of the Company or an affiliate;
(ii) material breach of any agreement entered into between the Eligible Employee and the Company or an affiliate that impairs the Company's or the affiliate's
interest therein; (iii) willful misconduct, significant failure of the Eligible Employee to perform the Eligible Employee's duties, or gross neglect by the Eligible
Employee of his or her duties; or (iv) engagement in any activity that constitutes a material conflict of interest with the Company or any affiliate.