TiVo 2007 Annual Report Download - page 109

Download and view the complete annual report

Please find page 109 of the 2007 TiVo annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 136

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136

(c) The Escrow Agent shall not be liable for any act it may do or omit to do with respect to holding the Shares in escrow and while acting in good
faith and in the exercise of its judgment.
4. Taxation Representations. In connection with the purchase of the Shares, Employee represents to the Company the following:
(a) Employee acknowledges that he has been informed that unless an election is filed by Employee with the Internal Revenue Service and, if
necessary, the proper state taxing authorities, within thirty (30) days of the date of this Agreement, electing pursuant to Section 83(b) of the Internal Revenue
Code of 1986, as amended (and similar state tax provisions if applicable), to be taxed currently on the fair market value of the Shares on the date of this
Agreement, there will be a recognition of taxable income to Employee equal to the fair market value of the Shares at the time the Forfeiture Restriction lapses.
Employee represents that Employee has consulted any tax consultant(s) Employee deems advisable in connection with the receipt or disposition of the Shares
or the filing of the election under Section 83(b) and similar tax provisions and that Employee is not relying on the Company for any tax advice.
EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY
THE ELECTION UNDER SECTION 83(b), EVEN IF EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING
ON EMPLOYEE'S BEHALF.
(b) Employee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its
agents. Employee understands that Employee (and not the Company) shall be responsible for his own tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement. Employee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions of this Agreement.
(c) Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment (which payment may be made
in cash, by deduction from other compensation payable to Employee or in any form of consideration permitted by Section 10(f) of the Plan) of any sums
required by federal, state or local tax law to be withheld with respect to the issuance, lapsing of restrictions on or exercise of the Shares; provided that unless
Employee provides written notice to the Company of his election to permit the Company to satisfy its tax withholding obligation otherwise, the Company may
withhold Shares having a Fair Market Value equal to the statutory minimum withholding obligation. The Company shall not be obligated to deliver any new
certificate representing vested Shares to Employee or his legal representative unless and until Employee or his legal representative shall have paid or
otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Employee resulting from the grant of the Shares
or the lapse or removal of the Forfeiture Restriction.
3