TiVo 2009 Annual Report Download - page 127

(v) a reverse merger in which the Corporation is the surviving corporation but the shares of the Corporation's Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial
ownership of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors
has changed;
(vi) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation
or subsidiary of the Corporation or other entity controlled by the Corporation), of the beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act, or comparable successor rule) of securities of the Corporation representing at least fifty percent (50%) of the combined voting power
entitled to vote in the election of Directors; or
(vii) for any reason during any period of two (2) consecutive years (not including any period prior to the Effective Date) a majority of the Board is
constituted by individuals other than (1) individuals who were directors immediately prior to the beginning of such period, and (2) new directors whose
election or appointment by the Board or nomination for election by the Corporation's stockholders was approved by a vote of at least two-thirds ( 2/3) of the
directors then still in office who either were directors immediately prior to the beginning of the period or whose election or nomination for election was
previously so approved.
3. Termination in Anticipation of or Following Change in Control.
(i) General. If a Change in Control shall have occurred during the term of this Agreement, you shall be entitled to the benefits provided in
Section 4(ii) if your employment is terminated within the thirteen (13) month period immediately following the date of such Change in Control (a) by the
Corporation other than for Cause or Disability (each as defined below), or (b) by you for Good Reason (as defined below), provided that the termination of
your employment constitutes a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")
and the regulations promulgated thereunder, including Treasury Regulation Section 1.409A-1(h) (a "Separation from Service"); a termination of your
employment under the circumstances described in this sentence is sometimes hereinafter referred to as a "Payment Termination". Notwithstanding anything
contained herein, if your employment is terminated during the period commencing on the public announcement of a transaction which if consummated will
constitute a Change in Control and ending on the date of consummation of such Change in Control either by the Corporation other than for Cause or
Disability or by you for Good Reason, and if such termination (1) was at the request of a third party effecting the Change in Control or (2) otherwise arose in
connection with or in anticipation of the Change in Control, then for all purposes of this Agreement you shall be deemed to have incurred a Payment
Termination immediately after the actual occurrence of the Change in Control if the Change in Control constitutes a change in the ownership or effective
control of the Corporation or a change in the ownership of a substantial portion of the assets of the Corporation, as described in Treasury Regulation
Section 1.409A-3(i)(5); provided, however that nothing herein shall extend the period within which any option to purchase the Corporation's capital stock that
you hold may be exercised following your termination of employment in such a manner as to result in adverse tax consequences to you under Section 409A of
the Code. Except as described in the preceding sentence, in the event that your employment with the Corporation is terminated for any reason and
subsequently a Change in Control occurs, you shall not be entitled to any benefits hereunder.
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