TiVo 2007 Annual Report Download - page 113

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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 Director.
(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 Shares shall fully vest and the Forfeiture Restriction shall
automatically lapse. 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.
(d) No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Director 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 Director hereby authorizes and directs the Escrow Agent to transfer any Unreleased Shares which are forfeited pursuant to Section 2
above from Director to the Company.
(b) To insure the availability for delivery of Director's Unreleased Shares upon forfeiture under Section 2, Director 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 Director pursuant to Section 2.
(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, Director represents to the Company the following:
(a) Director acknowledges that he has been informed that unless an election is filed by Director with the Internal Revenue Service and, if
necessary, the proper state taxing
2