TiVo 2009 Annual Report Download - page 106

Table of Contents
24. SUBSEQUENT EVENTS
As of January 31, 2010 the Company's outstanding shares of common stock were 109,869,062. As of March 22, 2010 its outstanding shares of common
stock has increased to 113,245,839, primarily due to 3,062,989 stock options exercised, which generated cash inflow of approximately $22.1 million to TiVo.
On March 23, 2010, the Company entered into the Fourth Amendment (the "Fourth Amendment") to its Rights Agreement, dated as of January 16,
2001 (the "Rights Agreement"), by and between the Company and Wells Fargo Shareowner Services (the "Rights Agent"), as amended by the First
Amendment thereto, dated as of February 20, 2001, the Second Amendment thereto, dated as of April 12, 2006, and the Third Amendment thereto, dated as of
January 26, 2010. The Fourth Amendment to the Company's Rights Agreement provides for updates to the definitions of "Beneficial Ownership" and
"Acquiring Person" so that the definitions of these terms more closely track current investor activities in the United States securities markets. The foregoing
description of the Fourth Amendment is qualified in its entirety by reference to the applicable provisions of the Fourth Amendment which is filed as an exhibit
with the Company's annual report on Form 10-K for the fiscal year ended January 31, 2010.
On March 23, 2010, the Company's board of directors approved Amendment No. 1 to its Amended and Restated Bylaws. This Amendment No. 1
provides for modifications to procedures for how its stockholders may make business proposals or director nominations to be considered at annual or special
meetings of the Company including expanding the required disclosures in connection with such activities and provides for additional procedures regarding
how its stockholders may call special meetings. The foregoing description of the Amendment No. 1 to the Company's Amended and Restated Bylaws is
qualified in its entirety by reference to its provisions were filed as an exhibit on the Company's current report on Form 8-K on March 29, 2010.
On March 24, 2010, the Company's board of directors approved amendments to President and Chief Executive Officer Thomas Rogers' employment
agreement. These amendments to Mr. Rogers' employment agreement provide for the following: (i) Mr. Rogers' target annual bonus shall be increased from
80% to 100% of his annual base salary commencing for the fiscal year ending January 31, 2011; (ii) Mr. Rogers' non-change of control severance benefits for
which he is eligible under his employment agreement in the event that he is involuntarily terminated other than "for cause" (as defined in his employment
agreement) or he voluntarily leaves "for good reason" (as defined in his employment agreement) have been increased as follows: (a) increase from 1.5 times
base salary to 2.0 times base salary; (b) increase from 1 times target bonus to 2 times target bonus; and (c) increase the length of his health and benefits
coverage from 18 months to 24 months; (iii) Mr. Rogers is no longer eligible for the reimbursement of any personal expenses and associated tax gross-ups
previously allowed under his employment agreement (including certain housing in California, home office and media equipment expenses, family and spousal
travel to California, commuting, life insurance, and other miscellaneous non-business expenses); and (iv) commencing in the fiscal year ending January 31,
2011, Mr. Rogers shall receive (a) a $150,000 annual retention bonus on February 1 of each year commencing (retroactively) February 1, 2010 so long as he
remains employed by the Company; (b) a $100,000 allowance for travel and living expenses; and (c) a $100,000 allowance for all other expenses he may
incur as to which the Company previously provided reimbursement. The foregoing description of changes to Mr. Rogers' employment agreement with the
Company are qualified in their entirety by reference to the applicable provisions of the agreement, which will be filed as an exhibit with the Company's
quarterly report on Form 10-Q for the period ending April 30, 2010.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 as amended (the "Exchange Act") as of the
end of the period covered by this report ("the Evaluation Date"). In designing and evaluating the disclosure controls and procedures, management recognized
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control
objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that we are required to
apply our judgment in evaluating the benefits of possible controls and procedures relative to our costs.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms.
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