TiVo 2007 Annual Report Download - page 102

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(e) The next Offering shall commence January 1, 2008 and end December 31, 2008, unless sooner terminated as provided herein. It shall be divided into
two (2) Purchase Periods, the first of which shall be eight (8) months in length, commencing January 1, 2008 and ending on August 31, 2008, and the second
of which shall be four (4) months in length, commencing September 1, 2008 and ending December 31, 2008; provided, however, that if on the first Purchase
Date of the such Offering the fair market value of the Shares is less than it was on the Offering Date for the Offering, then September 1, 2008 shall become a
new Offering Date and the Offering that would otherwise have continued in effect shall immediately terminate. In the event a new Offering is commenced on
September 1, 2008, then such new Offering shall be divided into two (2) Purchase Periods, the first of which shall be four (4) months in length, commencing
September 1, 2008 and ending on December 31, 2008, and the second of which shall be six (6) months in length, commencing January 1, 2009 and ending
June 30, 2009; provided, however, that if on the first Purchase Date of the such Offering the fair market value of the Shares is less than it was on the Offering
Date for the Offering, then January 1, 2009 shall become a new Offering Date and the Offering that would otherwise have continued in effect shall
immediately terminate. Thereafter, Offerings shall commence each January 1 or July 1, as applicable, and be divided into two (2) shorter Purchase Periods of
six (6) months in length. Such subsequent Purchase Periods shall begin on each January 1 and July 1 and end on each June 30 and December 31.
Notwithstanding the preceding two sentences, 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 next January 1 or July 1 (which ever is sooner) 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.
(f) Prior to the commencement of any Offering, the Board may change any or all terms of such Offering and any subsequent Offerings. The granting of
Rights pursuant to each Offering hereunder shall occur on each respective Offering Date unless, prior to such date (i) the Board determines that such Offering
shall not occur, or (ii) no Shares remain available for issuance under the Plan in connection with the Offering.
(g) Notwithstanding any other provisions of an Offering, if the terms of an Offering as previously established by the Board would, as a result of a
change to applicable accounting standards, generate a charge to earnings, such Offering shall terminate effective as of the day prior to the date such change to
accounting standards would otherwise first apply to the Offering (the "Offering Termination Date"), and such Offering Termination Date shall be the final
Purchase Date of such Offering. A subsequent Offering shall commence on such date and on such terms as shall be provided by the Board.
2. Eligible Employees.
(a) All employees of the Company and each of its Affiliates incorporated in the United States shall be granted Rights to purchase Shares under each
Offering on the Offering Date of such Offering, provided that each such employee otherwise meets the
2