TiVo 2007 Annual Report Download - page 101

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Exhibit 10.6
TIVO INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
OFFERING
Adopted July 14, 1999
Amended and Restated August 15, 2002
Amended and Restated by Board of Directors September 9, 2005
Amended and Restated by Board of Directors December 12, 2007
Stockholder Approval Not Required
1. Grant of Rights.
(a) The Board of Directors ("Board") of TiVo Inc., a Delaware corporation (the "Company"), pursuant to the Company's 1999 Employee Stock
Purchase Plan (the "Plan"), hereby authorizes the grant of Rights to purchase Shares of the Company to all Eligible Employees (an "Offering"). Defined terms
not explicitly defined in this Offering but defined in the Plan shall have the same definitions as in the Plan. In the event of any conflict between the provisions
of an Offering and those of the Plan (including interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted
pursuant to the Plan), the provisions of the Plan shall control.
(b) An "Offering Date" is the first day of an Offering, provided, however if the Company's common stock is listed on any established stock exchange
and shares of the Company's common stock are not traded on such scheduled first day of an Offering, then the next day in which shares of the Company's
common stock are traded on such stock exchange shall be the first day of an Offering. An Offering may consist of one purchase period or may be divided into
shorter purchase periods ("Purchase Periods"). A "Purchase Date" is the last day of a Purchase Period or the Offering, as the case may be, and if the
Company's common stock is listed on any established stock exchange and shares of the Company's common stock are not traded on such scheduled end date,
then the last day of a Purchase Period or the Offering, as the case may be, shall instead be on the most recent preceding day in which shares of the Company's
common stock were traded on such stock exchange.
(c) Except as otherwise provided herein, each Offering hereunder shall be divided into two (2) shorter Purchase Periods approximately six (6) months in
length.
(d) Currently, Offerings begin on each July 1 and are divided into two (2) shorter Purchase Periods of six (6) months in length. The Purchase Periods
begin on each July 1 and January 1 and end on each December 31 and June 30; provided, however, that if on the first Purchase Date during an Offering the
fair market value of the Shares is less than it was on the Offering Date for that Offering, the day after such Purchase Date shall become the next Offering Date
and the Offering that would otherwise have continued in effect shall immediately terminate. Each Offering shall end prior to the first anniversary of its
Offering Date.