TiVo 2005 Annual Report Download - page 81

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Table of Contents
1999 Employee Stock Purchase Plan
In July 1999, the Company adopted the 1999 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"). The Employee Stock Purchase
Plan provides a means for employees to purchase TiVo common stock through payroll deductions of up to 15% of their base compensation. The Company
offers the common stock purchase rights to eligible employees, generally all full-time employees who have been employed for at least 10 days. This plan
allows for common stock purchase rights to be granted to employees of TiVo at a price equal to the lower of 85% of the fair market value on the first day of
the offering or on the common stock purchase date. Each offering consists of up to two purchase periods. The purchase periods previously began on May 1
and on November 1 of each year, and now begin on January 1 and on July 1 of each year, and are six months in length. Under the Employee Stock Purchase
Plan, the board may, in the future, specify offerings up to 27 months. On August 15, 2002, the board amended the 1999 Employee Stock Purchase Plan to
change the effective date for automatic annual increases to the reserve of shares issuable under the plan from December 31 to October 31. Effective
October 31, 2002, the board approved the maximum annual increase of 500,000 shares to the total number of shares reserved for issuance under the Employee
Stock Purchase Plan pursuant to the plan's automatic annual increase provision. As of January 31, 2006, the total number of shares reserved for issuance under
this plan is 2,500,000. The number of shares available for stock option issuance under this plan is subject to an annual increase on each October 31 through
October 31, 2008, equal to the lowest of (i) 5 percent of the outstanding shares of common stock on a diluted basis, (ii) 500,000 shares, or (iii) a smaller
number as determined by the board of directors. There were 671,348 shares of common stock issued as a result of purchases under the Employee Stock
Purchase Plan during the year ended January 31, 2006. The weighted average fair value of the offerings to purchase Employee Stock Purchase Plan shares for
the fiscal years ended January 31, 2006, 2005, and 2004 was $2.03, $2.32, and $1.83 per share, respectively. As of January 31, 2006, of the total 2,500,000
shares reserved for issuance under the Employee Stock Purchase Plan, there were 607,591 shares available for future purchases.
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