TiVo 2009 Annual Report Download - page 131

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(e) the Corporation shall furnish you for six (6) years following the date of the Payment Termination with directors' and officers' liability
insurance insuring you against insurable events which occur or have occurred while you were a director or officer of the Corporation, such insurance to have
policy limits aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and
to contain substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers and directors of the Corporation in
force from time to time, provided, however, that such terms, conditions and exceptions shall not be, in the aggregate, materially less favorable to you than
those in effect on the date hereof; provided, further, that if the aggregate annual premiums for such insurance at any time during such period exceed one
hundred and fifty percent (150%) of the per annum rate of the premium currently paid by the Corporation for such insurance, then the Corporation shall
provide the maximum coverage that will then be available at an annual premium equal to one hundred and fifty percent (150%) of such rate.
(iii) The payment provided for in Section 4(ii)(b) shall be made on the sixtieth (60th) day following the date of the Payment Termination.
(iv) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise,
nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by
another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed
to be owed by you to the Corporation, or otherwise.
(v) As a condition to your receipt of any benefits described in Section 4(ii) hereof (other than the benefits described in Section 4(ii)(a)), you shall
be required to execute a release of all claims arising out of your employment or the termination thereof, in a form reasonably acceptable to the Corporation
(the "Release"), no later than fifty (50) days following the date of your Payment Termination and you must not revoke the Release during any period
permitted under applicable law. Such Release shall specifically relate to all of your rights and claims in existence at the time of such execution but shall
exclude any continuing obligations the Corporation may have to you following the date of termination under this Agreement or any other agreement providing
for obligations to survive your termination of employment.
5. Successors; Binding Agreement.
(i) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that
the Corporation would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, "Corporation" as used herein
shall mean the Corporation as defined in this Agreement and any successor to its business and/or assets as aforesaid.
6