TiVo 2006 Annual Report Download - page 154

Exhibit 10.66
[Sordello]
Change of Control
Terms and Conditions
TiVo Inc. (the "Corporation") considers it essential to the best interests of its shareholders to foster the continuous employment of the
Corporation's key management personnel. In this regard, the Corporation's Board of Directors (the "Board") recognizes that, as is the case with many publicly-
held corporations, the possibility of a change in control of the Corporation may exist and the uncertainty and questions that it may raise among management
could result in the departure or distraction of management personnel to the detriment of the Corporation and its shareholders.
The Board has decided to reinforce and encourage the continued attention and dedication of members of the Corporation's management,
including yourself, to their assigned duties without the distraction arising from the possibility of a change in control of the Corporation.
In order to induce you to remain in its employ, the Corporation hereby agrees that after this letter agreement (this "Agreement") has been fully
executed, you shall receive the severance benefits set forth in this Agreement in the event that your employment with the Corporation is terminated under the
circumstances described below in anticipation of or subsequent to a Change in Control (as defined below).
1. Term of Agreement. This Agreement shall commence on January 1, 2007 (the "Effective Date") and shall continue in effect until the earlier of
its termination by mutual consent of you and the Corporation or the date all payments or benefits required to be made or provided hereunder have been made
or provided in their entirety.
2. Change in Control. No benefits shall be payable hereunder unless there has been a Change in Control. For purposes of this Agreement, a
"Change in Control" shall mean:
(i) a dissolution or liquidation of the Corporation;
(ii) a sale of all or substantially all of the assets of the Corporation;
(iii) a sale by the stockholders of the Corporation of the voting stock of the Corporation to another corporation or its subsidiaries that results in the
ownership by such corporation and/or its subsidiaries of eighty percent (80%) or more of the combined voting power of all classes of the voting stock of the
Corporation entitled to vote;
(iv) a merger or consolidation involving the Corporation in which the Corporation is not the surviving corporation or a merger or consolidation of a
subsidiary of the Corporation and in which, in either case, beneficial ownership of securities of the Corporation representing at least fifty percent (50%) of the
combined voting power entitled to vote in the election of members of the Board of Directors ("Directors") has changed;
(v) a reverse merger in which the Corporation is the surviving corporation but the shares of the Corporation's Common Stock outstanding immediately
preceding the merger are