TiVo 2004 Annual Report Download - page 135

Executive's current annual executive bonus target, plus $40,000 (forty thousand dollars) of the Executive's second year milestone bonus, less applicable
taxes and other authorized withholding.
(c) On December 31, 2004 and the Resignation Date, the Executive shall receive payment of the final two installments of his sign-on bonus, each
of which installment equals $18,750 (eighteen thousand seven hundred fifty dollars), less applicable taxes and other authorized withholding.
(d) The Company will purchase individual health, dental and vision insurance policies for the Executive and his covered dependents, providing
benefits at the same level in effect under the group plans in which the Executive is enrolled as of the Resignation Date, for a period of twelve (12)
months following the Resignation Date.
(e) On the Resignation Date, the Executive shall receive the vesting, including accelerated vesting, of Stock Options, as set forth in Paragraph 5
below.
(f) The Company shall reimburse the Executive no more than $5,000 (five thousand dollars) for attorneys' fees incurred in negotiating this
Agreement.
4. Consulting Period. From the Resignation Date through February 28, 2005 (the "Consulting Period"), the Executive shall, at the sole request and
election of the Company's Executive Management, provide consulting services to the Company in the areas of his former responsibilities. In compensation for
his availability as a consultant, the Executive shall continue to draw his base salary, less applicable taxes and other authorized withholding, and to vest in the
Regular Option Grant (as defined in Paragraph 5, below). In addition, the Consultant shall be reimbursed for any business expenses incurred during the
Consulting Period, so long as such expenses are pre-approved by the Company's Executive Management. Except as expressly set forth herein, the Consultant
shall receive no compensation or benefits for his services during the Consulting Period.
5. Stock Options.
(a) With regard to the option to purchase 350,000 shares of the Company's common stock that the Executive was granted effective as of his date
of hire and which was intended to vest with regard to twenty-five percent (25%) of the shares subject thereto on the Executive's first anniversary of
service with the Company and monthly over the subsequent three years (the "Regular Option Grant"), Executive shall be entitled to exercise such stock
option with respect to 247,905 shares pursuant to its existing terms until the ninetieth day following the termination of the Consulting Period, at which
time such Regular Option Grant will terminate in its entirety and no longer be exercisable.
(b) With regard to the option to purchase 150,000 shares of the Company's common stock that the Executive was granted effective as of his date
of hire and which was intended to vest upon achievement of incremental OEM subscribers (the "OEM Option Grant"), Executive is already vested in,
and shall be entitled to exercise such stock option with respect to 100,000 shares pursuant to its existing terms until the ninety
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