TiVo 2006 Annual Report Download - page 158

4. Compensation Upon Termination.
(i) If your employment with the Corporation is terminated by reason of your death, by the Corporation for Cause or Disability, or by you other
than for Good Reason, the Corporation shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice
of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such
payments are due, and the Corporation shall have no further obligations to you under this Agreement.
(ii) If you incur a Payment Termination, then, subject to Section 4(v), in lieu of any severance benefits to which you may otherwise be entitled
under any severance plan or program of the Corporation or by law, you shall be entitled to the benefits provided below:
(a) the Corporation shall, at the time specified in Section 4(iii), pay to you your full base salary, when due, through the Date of Termination at the
rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the
Corporation at the time such payments are due;
(b) the Corporation shall, at the time specified in Section 4(iii), pay as severance pay to you a lump-sum severance payment equal to the sum of
the following:
(A) one hundred percent (100%) of the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of
Termination or (y) your annual base salary as in effect immediately prior to the Change in Control; and
(B) one hundred percent (100%) of the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or
(y) your targeted annual bonus for the year in which the Change in Control occurs, as if the bonus goals are satisfied;
(c) you shall immediately become vested with respect to one hundred percent (100%) of the unvested portion of any options to purchase the
Corporation's capital stock that you then hold and/or the restrictions with respect to one hundred percent (100%) of the restricted shares or other equity awards
with regard to the Corporation's capital stock that you then hold shall immediately lapse; provided, however that with regard to stock options or restricted
shares or other equity awards with regard to the Corporation's capital stock held by you that contain provisions making the vesting of, or lapse of restrictions
with respect to, such awards contingent upon the attainment of one or more performance goals ("Performance Awards"), such Performance Awards shall
become vested and/or restrictions shall lapse with respect to one hundred percent (100%) of the shares of the Corporation's capital stock that otherwise would
have become vested during the year of your termination of employment as if the performance goals with respect to such year (or prior periods) had been
attained;
(d) for the period beginning on the Date of Termination and ending on the earlier of (i) the date which is twelve (12) full months following the
Date of Termination or (ii) the first day of your eligibility to participate in a comparable group health plan maintained by a subsequent employer, the
Corporation shall pay for and provide you and your dependents with
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