TiVo 2004 Annual Report Download - page 136

(90) day anniversary of his Resignation Date. If by the Resignation Date the Company has received a total of 1,500,000 incremental subscribers,
acquired since May 1, 2003 through the Company's relationship with DirectTV, then the OEM Option Grant shall be fully vested, and the Executive
shall be entitled to exercise such stock option with respect to 150,000 shares, pursuant to its existing terms until the ninety (90) day anniversary of his
Resignation Date.
(c) With regard to the option to purchase 50,000 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 the achievement of certain defined milestones (the "Milestone Option Grant"), upon satisfaction of the
conditions stated below, Executive shall be entitled to exercise such stock option with respect to 25,000 shares pursuant to its existing terms until the
ninety (90) day anniversary of his Resignation Date, at which time such Milestone Option Grant will terminate in its entirety and no longer be
exercisable. The conditions that must be satisfied in order for the Milestone Option Grant to vest are:
(i) On or before the Resignation Date, the Company must execute an agreement with Comcast Corporation, the terms of which have been
approved by both Tom Rogers and Michael Ramsay; and
(ii) On or before the Resignation Date, the Board of Directors of the Company must approve the executed deal between the Company and
Comcast Corporation.
The remainder of the stock options granted to the Executive by the Company and outstanding as of the Resignation Date shall terminate in their entirety and
no longer be exercisable on any date after the Resignation Date.
6. General Release of Claims by the Executive.
(a) With the exception of the obligations undertaken pursuant to this Agreement, the Executive, on behalf of himself and his executors, heirs,
administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their
respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers,
general or limited partners, employees, attorneys, agents and representatives, and employee benefit plans in which the Executive is or has been a
participant by virtue of his employment with the Company, from any and all claims, debts, demands, accounts, judgments, rights, causes of action,
equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility
and liability of every kind and character whatsoever (including attorneys' fees and costs), whether in law or equity, known or unknown, asserted or
unasserted, suspected or unsuspected (collectively, "Claims"), which the Executive has or may have had against such entities based on any events or
3