TiVo 2007 Annual Report Download - page 112

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Exhibit 10.11
EXHIBIT A
TO NOTICE OF GRANT OF RESTRICTED STOCK BONUS
TIVO INC.
RESTRICTED STOCK BONUS AGREEMENT
Pursuant to the Notice of Grant of Restricted Stock Bonus (the "Grant Notice") to which this Restricted Stock Bonus Agreement (the "Agreement") is
attached, TiVo Inc., a Delaware corporation (the "Company") has granted to the employee designated in the Grant Notice (the "Director") the number of
shares of the Company's Common Stock under the Company's 1999 Equity Incentive Plan, as amended from time to time (the "Plan") as set forth in the Grant
Notice subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms not defined herein shall have the meanings assigned to such terms
in the Plan.
1. Issuance of Stock.
(a) Pursuant to the Plan and subject to the terms and conditions of this Agreement, on the Grant Date set forth in the Grant Notice, the Company
will issue the Shares to Director for good and valuable consideration which the Company has determined to exceed the par value of the Company's Common
Stock. The term "Shares" refers to the issued Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends
or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or
additional securities or other properties to which Director is entitled by reason of Director's ownership of the Shares.
(b) The parties agree that as of the Grant Date the Shares have a Fair Market Value of the per share amount set forth in the Grant Notice.
(c) At the sole discretion of the Committee, the Shares will be issued under this Agreement in either (i) uncertificated form, with the Shares
recorded in the name of the Director on the books and records of the Company's transfer agent with appropriate notations regarding the restrictions on transfer
and forfeiture imposed pursuant to this Agreement, and upon vesting, the lapse of the Forfeiture Restriction (as defined below) and the satisfaction of all
conditions set forth in Section 4(c), the Company shall cause certificates representing the Shares to be issued to the Director or (ii) certificate form pursuant to
the terms of Sections 3 and 5.
2. Limitations on Transfer.
(a) Subject to the provisions of Section 2(b) below, if Director's Continuous Service terminates for any reason, including as a result of Director's
death or Disability, all of the Unreleased Shares (as defined below) shall thereupon be forfeited immediately and without any further action by the Company
(the "Forfeiture Restriction"). Upon the occurrence of such a forfeiture, the Company shall become the legal and beneficial owner of the Shares being
forfeited