TiVo 2004 Annual Report Download - page 134

Exhibit 10.43
GENERAL RELEASE AND SEPARATION AGREEMENT
This General Release and Separation Agreement (hereafter "Agreement") is entered into as of this 17 day of December, 2004, between Martin J.
Yudkovitz (the "Executive"), and TiVo, Inc. (the "Company"), effective eight days after the Executive's signature (the "Effective Date"), unless he revokes his
acceptance as provided in Paragraph 6(c), below.
WHEREAS, the Executive was the President of the Company, pursuant to an Employment Offer Letter dated April 28, 2003 (collectively, the
"Employment Agreement");
WHEREAS, the Executive has expressed a desire to resign his positions as an officer and employee of the Company as soon as is practicable;
WHEREAS, the Company and the Executive now wish to document the termination of their employment relationship and fully and finally to resolve all
matters between them;
THEREFORE, in exchange for the good and valuable consideration set forth herein, the adequacy of which is specifically acknowledged, the Executive
and the Company hereby agree as follows:
1. Resignation of Positions as Officer and Employment. The Executive hereby confirms his resignation of his positions as an officer and employee of
the Company, and the Company confirms its acceptance of such resignations, effective as of January 31, 2005 (the "Resignation Date"), subject to the
Company's right to terminate the employment relationship earlier should the Executive breach any provision of this Agreement. From December 18, 2004
through the Resignation Date, the Executive shall retain the title of President of the Company, but shall be expected to work exclusively on the negotiation
and consummation of a deal with Comcast Corporation. Other than as required by his role in negotiating the Comcast deal, the Executive shall make no public
appearances on behalf of the Company, shall not attend any public conferences as a representative of the Company, and shall accept no speaking engagements
as a spokesman for or representative of the Company, unless authorized in advance by the Company's Executive Management.
2. Payment of Accrued Wages. On the Resignation Date, the Executive shall be paid an amount equal to all accrued wages through the Resignation
Date, including accrued, unused vacation, less applicable taxes and other authorized withholding.
3. Severance Benefits. The Executive shall receive the following Severance Benefits:
(a) For a period of twelve (12) months following the Resignation Date, the Company shall pay the Executive his current base salary, less
applicable taxes and other authorized withholding, in accordance with the Company's normal payroll practices.
(b) On the Resignation Date, the Executive shall receive payments of $165,000 (one hundred sixty-five thousand dollars), which amount
represents the
1