TiVo 2007 Annual Report Download - page 79

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Table of Contents
1999 Non-Employee Directors' Stock Option Plan
In July 1999, the Company adopted the 1999 Non-Employee Directors' Stock Option Plan (the Directors' Plan). The Directors' Plan provides for the
automatic grant of options to purchase shares of the Company's common stock to non-employee directors at a price equal to the fair market value of the stock
at the date of the grant. Initial options granted to new directors vest monthly over two years from the date of grant. Annual options granted to existing
directors vest upon grant. The option term is ten years after the grant date, based on continued director service. If the director's service terminates, options
expire 90 days from the date the director's service terminated. The number of shares authorized for option grants under the Directors' Plan is 1,400,000,
subject to an annual increase of 100,000 shares. As of January 31, 2008, 598,541 shares of the total authorized remain available for future grants.
1999 Employee Stock Purchase Plan
In July 1999, the Company adopted the 1999 Employee Stock Purchase Plan (the Employee Stock Purchase Plan). The Employee Stock Purchase Plan
provides a means for employees to purchase TiVo common stock through payroll deductions of up to 15% of their base compensation. The Company offers
the common stock purchase rights to eligible employees, generally all full-time employees who have been employed for at least 10 days. This plan allows for
common stock purchase rights to be granted to employees of TiVo at a price equal to the lower of 85% of the fair market value on the first day of the offering
period or on the common stock purchase date. This plan incorporates up to a one-year look back feature in its provisions which resets the offering price during
the one-year look back period if the Company's common stock purchase price on the purchase date is lower than its price on the commencement of the
offering, except for the offering period from February 1, 2006 through June 30, 2006 which had a look back of five months. Each offering consists of up to
two purchase periods. The purchase periods are generally six months in length and begin January 1 and July 1 of each year. However, on the purchase periods
will be eight months and four months in length and will begin on January 1 and September 1 for the calendar year 2008, respectively. Under the Employee
Stock Purchase Plan, the Board may, in the future, specify offerings up to 27 months. The number of shares available for stock issuance under this plan is
subject to an annual increase on each October 31 through October 31, 2008, equal to the lowest of (i) 5 percent of the outstanding shares of common stock on
a diluted basis, (ii) 500,000 shares, or (iii) a smaller number as determined by the Board of Directors. As of January 31, 2008, the total number of shares
reserved for issuance under this plan is 4,000,000. As of this total 4,000,000 shares reserved for issuance under the Employee Stock Purchase Plan, there were
199,234 shares available for future purchases.
Stock Award Activity
A summary of the stock options activity and related information for the twelve months ended January 31, 2008, 2007, and 2006 is as follows:
Shares
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(in thousands) (in thousands)
Outstanding at January 31, 2005 15,567 $ 8.44 4.41 $ 1,445
Grants 6,792 4.95
Exercises (1,644) 4.26
Forfeitures or expirations (3,924) 9.63
Outstanding at January 31, 2006 16,791 $ 7.16 6.13 $ 9,009
Grants 5,416 6.78
Exercises (1,893) 4.79
Forfeitures or expirations (2,144) 8.00
Outstanding at January 31, 2007 18,170 $ 7.19 7.05 $ 5,482
Grants 7,537 6.19
Exercises (1,396) 5.08
Forfeitures or expirations (2,249) 7.94
Outstanding at January 31, 2008 22,062 $ 6.91 6.76 $ 54,245
The aggregate intrinsic value in the preceding table is based on options with an exercise price less than the Company's closing stock price of $8.77 as of
January 31, 2008, which would have been received by the option holders had those option holders exercised their options as of that date. Total intrinsic value
of options exercised was $3.1 million, $4.8 million, and $3.2 million for the twelve months ended January 31, 2008, 2007, and 2006, respectively.
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