TiVo 2006 Annual Report Download - page 157

(d) the Corporation's failure to pay to you any portion of your then current compensation or any portion of an installment of deferred
compensation under any deferred compensation program of the Corporation, in each case within seven (7) days of the date such compensation is due;
(e) the Corporation's failure to continue in effect compensation and benefit plans which provide you with benefits which are no less favorable on
an aggregate basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, to the benefits provided
to you under the Corporation's compensation and benefit plans and practices immediately prior to the Change in Control;
(f) the Corporation's failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as
contemplated in Section 5 hereof; or
(g) any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of
Section 3(v) hereof (and, if applicable, the requirements of Section 3(iii) hereof), which purported termination shall not be effective for purposes of this
Agreement.
Your right to terminate your employment pursuant to this Section 3(iv) shall not be affected by your incapacity due to physical or mental illness. Your
continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.
(v) Notice of Termination. Any purported termination of your employment by the Corporation or by you (other than termination due to your
death, which shall terminate your employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in
accordance with Section 6. For purposes of this Agreement, "Notice of Termination" shall mean a notice that shall indicate the specific termination provision
in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your
employment under the provision so indicated.
(vi) Date of Termination. For purposes of this Agreement, "Date of Termination" shall mean (a) if your employment is terminated due to your
death, the date of your death; (b) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall
not have returned to the full time performance of your duties during such thirty (30) day period), and (c) if your employment is terminated for any reason
other than death or Disability, the date specified in the Notice of Termination (which, in the case of a termination by the Corporation without Cause shall not
be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination by you for Good Reason shall not be less than
fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given).
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