TiVo 2009 Annual Report Download - page 141

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4. Compensation Upon Termination.
(i) If your employment with the Corporation is terminated by reason of your death, by the Corporation for Cause or Disability, or by you other
than for Good Reason, the Corporation shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice
of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such
payments are due, and the Corporation shall have no further obligations to you under this Agreement.
(ii) If you incur a Payment Termination, then, subject to Section 4(v), in lieu of any severance benefits to which you may otherwise be entitled
under any severance plan or program of the Corporation or by law, you shall be entitled to the benefits provided below:
(a) the Corporation shall pay to you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of
Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments
are due;
(b) the Corporation shall, at the time specified in Section 4(iii), pay as severance pay to you a lump-sum severance payment equal to the sum of
the following:
(A) the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or (y) your annual base
salary as in effect immediately prior to the Change in Control; and
(B) the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for
the year in which the Change in Control occurs, as if the bonus goals are satisfied;
(c) you shall immediately become vested with respect to one hundred percent (100%) of the unvested portion of any options to purchase the
Corporation's capital stock that you then hold and/or the restrictions with respect to one hundred percent (100%) of the restricted shares or other equity awards
with regard to the Corporation's capital stock that you then hold shall immediately lapse; provided, however that with regard to stock options, restricted shares
or other equity awards with regard to the Corporation's capital stock held by you that contain provisions making the vesting of, or lapse of restrictions with
respect to, such awards contingent upon the attainment of one or more performance goals ("Performance Awards"), such Performance Awards shall become
vested and/or restrictions shall lapse with respect to one hundred percent (100%) of the shares of the Corporation's capital stock that otherwise would have
become vested during the year of your termination of employment as if the performance goals with respect to such year (or prior periods) had been attained;
(d) for the period beginning on the date of the Payment Termination and ending on the earlier of (i) the date which is twelve (12) full months
following the date of the Payment Termination or (ii) the first day of your eligibility to participate in a comparable group health plan maintained by a
subsequent employer, the Corporation shall pay for and provide you and your dependents with the same medical benefits coverage to which you would have
been entitled had you remained continuously employed by the Corporation during such period. In the event that you are ineligible under the terms of the
Corporation's benefit plans to continue to be so covered, the Corporation shall provide you with substantially equivalent coverage through other sources. At
the termination of the benefits coverage under the first sentence of this Section 4(ii)(d), you and your dependents shall be entitled to continuation coverage
pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other
applicable law, to the extent required by (or applicable pursuant to) such laws, as if you had terminated employment with the Corporation on the date such
benefits coverage terminates; and
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