TiVo 2006 Annual Report Download - page 156

defined). For purposes of this Agreement, "Disability" shall mean your absence from the full-time performance of your duties with the Corporation for six
(6) consecutive months by reason of your physical or mental illness.
(iii) Cause. The Corporation may terminate your employment for Cause. For purposes of this Agreement, "Cause" shall mean (a) your willful and
continued failure to substantially perform your duties with the Corporation (other than any such failure resulting from your incapacity due to physical or
mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination (as defined below) for Good Reason), after a written
demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you
have not substantially performed your duties, (b) your willful and continued failure to substantially follow and comply with the specific and lawful directives
of the Board, as reasonably determined by the Board (other than any such failure resulting from your incapacity due to physical or mental illness or any such
actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered
to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties,
(c) your willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Corporation, or (d) your conviction of, or
entry by you of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes of this Section 3(iii), no act, or failure to act,
on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith.
(iv) Good Reason. You may terminate your employment with the Corporation for Good Reason. For purposes of this Agreement, "Good Reason"
shall mean the occurrence, after a Change in Control, of any one or more of the following events without your prior written consent, unless the Corporation
fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination:
(a) (i) Any reduction in your title from that of Chief Financial Officer, (ii) any change in reporting relationship such that you no longer report to
the Chief Executive Officer of the Corporation (or, if the Corporation has a parent company, to the Chief Executive Officer of the ultimate parent of the
Corporation), (iii) if you report to the Board, any change in reporting relationship such that you no longer report to the Board (or, if the Corporation has a
parent company, to the Board of the ultimate parent of the Corporation), (iv) any reduction in the nature and status of your authorities, duties, and
responsibilities from their level in effect immediately prior to such change (for this purpose, if the Corporation ceases to be a publicly-traded corporation, you
will be deemed to have suffered such a reduction in the nature and status of your authorities, duties, and responsibilities unless you are offered a position as an
executive officer with the same or more senior title by a publicly-traded parent of the Corporation).
(b) the Corporation's reduction of your annual base salary or bonus opportunity, each as in effect on the date hereof or as the same may be
increased from time to time;
(c) the relocation of the Corporation's offices at which you are principally employed immediately prior to the date of the Change in Control (your
"Principal Location") such that your one-way daily commute from your principal residence to the Corporation's offices at which you are principally employed
is increased by more than fifty (50) miles;
3