TiVo 2004 Annual Report Download - page 77

Table of Contents
Index to Financial Statements
As of January 31, 2005, there were the following outstanding warrants that upon exercise would result in the issuance of 4,838,644 shares of TiVo Inc.
common stock, par value $.001 per share:
• Five-year warrants issued to convertible noteholders on August 23, 2001, to purchase 2,046,570 shares of the Company's common stock at an
exercise price of $7.85 with an expiration date of August 23, 2006. Five-year warrants issued to investment bankers in conjunction with the
issuance of convertible notes payable on August 23, 2001, to purchase 145,834 shares of the Company's common stock at an exercise price of
$7.85 with an expiration date of August 23, 2006 (see Note 9. "Convertible Notes Payable").
• Three-year warrants were issued to certain institutional investors on October 8, 2002 to purchase 1,323,120 shares of the Company's common
stock at an exercise price of $5.00 with an expiration date of October 8, 2005 and four year warrants were issued to the same institutional
investors on October 8, 2002 to purchase 1,323,120 shares of the Company's common stock at an exercise price of $5.00 with an expiration date
of October 8, 2006.
11. EQUITY INCENTIVE PLANS
1997 Equity Incentive Plan
Under the terms of the Company's 1997 Equity Incentive Plan, adopted in 1997 and amended and restated in 1999 (the "1997 Plan"), options to
purchase shares of the Company's common stock may be granted to employees and other individuals at a price equal to the fair market value of the common
stock at the date of grant. The options granted to new hires typically vest 25% after the first year of service, and the remaining 75% vest ratably over the next
36 months. The vesting period for options granted to continuing employees vary, but typically vest ratably over a 48 month period. Options expire 10 years
after the grant date, based on continued employment. If the optionee's employment terminates, options expire 90 days from the date of termination except
under certain circumstances such as death or disability. The terms of the 1997 Plan allowed individuals to exercise his or her options prior to full vesting. In
the event that the individual terminates his or her employment or service to the Company before becoming fully vested, the Company has the right to
repurchase the unvested shares at the original option price. The number of shares authorized for option grants under the 1997 Plan is 4,000,000. As of January
31, 2005, 475,430 shares of the total authorized remain available for future grants. As of January 31, 2005, options to purchase 155,052 shares of common
stock are outstanding and exercisable under the Company's 1997 Equity Incentive Plan.
1999 Equity Incentive Plan
In April 1999, the Company's stockholders approved the 1999 Equity Incentive Plan (the "1999 Plan"). Amendments to the 1999 Plan were adopted in
July 1999. The 1999 Plan allows the grant of options to purchase shares of the Company's common stock to employees and other individuals at a price equal
to the fair market value of the common stock at the date of grant. The options granted to new employees typically vest 25% after the first year of service, and
the remaining 75% vest ratably over the next 36 months. The vesting period for options granted to continuing employees may vary, but typically vest ratably
over a 48 month period. Options expire 10 years after the grant date, based on continued employment. If the optionee's employment terminates, options expire
90 days from the date of termination except under certain circumstances such as death or disability. The terms of the 1999 Plan allow individuals to early
exercise options granted prior to August 8, 2001 from the date of grant, prior to full vesting. For options granted subsequent to August 8, 2001, options are
exercisable only as the options vest. In the event that the individual terminates his or her employment or service to the Company before becoming fully
vested, the Company has the right to repurchase any exercised, unvested shares at the original option price. As of January 31, 2005, the number of shares
authorized for option grants under the 1999 Plan is 32,250,237, which includes the annual increase of 5,927,285 shares, which was effective December 31,
2004. The number of shares authorized for option grants is subject to an annual increase of the greater of 7% of outstanding shares or 4,000,000 shares, up to
a maximum of 40,000,000 shares. As of January 31, 2005, 14,590,727 shares of the total authorized remain available for future stock option grants. As of
January 31, 2005, options to purchase 14,852,221 shares of common stock are outstanding under the Company's 1999 Equity Incentive Plan of which
8,863,433 are exercisable.
1999 Non-Employee Directors' Stock Option Plan
In July 1999, the Company adopted the 1999 Non-Employee Directors' Stock Option Plan (the "Directors' Plan"). The Directors' Plan provides for the
automatic grant of options to purchase shares of the Company's common stock to non-employee directors at a price equal to the fair market value of the stock
at the date of the grant. Initial options granted to new directors vest monthly over two years from the date of grant. Annual options granted to existing
directors vest upon grant. The option term is ten years after the grant date, based on continued director service. If the director's service terminates, options
expire 90 days from the date the director's service terminated. The number of shares authorized for option grants under the Directors' Plan is 1,000,000,
subject to an annual increase of 100,000 shares. The annual increase of 100,000 shares authorized for grant under the Directors' Plan was made December 31,
2004. As of January 31, 2005, 668,333 shares of the total authorized remain available for future grants. As of January 31, 2005, options to purchase 410,000
shares of common stock are outstanding, of which 330,833 are exercisable under the Company's 1999 Non-Employee Director's Stock Option Plan.
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