TiVo 2006 Annual Report Download - page 132

sponsored employee benefit plans and stock options plans. For the avoidance of doubt, this Agreement will supersede any provisions contained in the
Corporation's stock option plan or otherwise that would impose a "cut-back" under Section 280G of the Code (but in no event shall this Agreement be
construed or interpreted as providing any right to "gross-up" or similar tax reimbursement pay in respect of excise taxes payable as a result of Sections 280G
or 4999 of the Code), it being understood and agreed that you may elect to reduce or eliminate any payment or benefit to which you are otherwise entitled in
order to avoid imposition of any tax under Section 409A of the Code. The provisions of this Agreement shall not in any way abrogate your rights under such
other plans and agreements. In addition this Agreement shall not limit in any way any obligation you may have under any other agreement with or promise to
the Corporation relating to employee confidentiality, proprietary rights in technology or the assignment of interests in any intellectual property.
13. At-Will Employment. Nothing contained in this Agreement shall (i) confer upon you any right to continue in the employ of the Corporation,
(ii) constitute any contract or agreement of employment, or (iii) interfere in any way with the at-will nature of your employment with the Corporation.
If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Corporation the enclosed copy of this letter, which
shall then constitute our agreement on this subject.
Sincerely,
TIVO INC.
By:
Its:
Agreed and Accepted,
this day of , 200 .
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