TiVo 2007 Annual Report Download - page 108

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forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and
the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited by Employee.
(b) Subject to Sections 2.2(a) and 2.2(c), the Shares shall vest and Forfeiture Restriction lapse in accordance with the vesting schedule set forth in
the Grant Notice. Any of the Shares which, from time to time, have not yet been released from the Forfeiture Restriction are referred to herein as "Unreleased
Shares."
(c) In the event of a transaction described to Section 11(c) of the Plan, the Forfeiture Restriction shall automatically lapse if and to the same
extent that the vesting of outstanding options accelerates in connection with such transaction as provided therein. If unvested options are to be assumed or
substituted for by any surviving or acquiring corporation without acceleration upon the occurrence of a transaction described in Section 11(c) of the Plan, the
Forfeiture Restrictions shall continue with respect to the Shares (or any shares of such surviving or acquiring corporation that may be issued in exchange for
such Shares). Notwithstanding anything to the contrary in this Section 2(b), the Shares may be released from the Forfeiture Restriction on an accelerated basis
pursuant to Section 11(d) of the Plan, and, if applicable, a written agreement between the Employee and the Company that is signed by a duly authorized
representative of the Company.
(d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Employee or his
successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect. Any permitted transfer or sale of the Shares is subject to
restrictions on transfer imposed by any applicable state and federal securities laws.
3. Escrow.
(a) The Secretary of the Company, or such other person designated by the Company from time to time (either the Secretary or such other person,
the "Escrow Agent") may retain physical custody of the certificates representing the Shares, if any, until all of the Forfeiture Restrictions have lapsed or shall
have been removed. The Employee hereby authorizes and directs the Escrow Agent to transfer any Unreleased Shares which are forfeited pursuant to
Section 2 above from Employee to the Company.
(b) To insure the availability for delivery of Employee's Unreleased Shares upon forfeiture under Section 2, Employee hereby appoints the
Escrow Agent as its attorney-in-fact to sell, assign and transfer unto the Company, such Unreleased Shares, if any, forfeited by Employee pursuant to
Section 2.
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