TiVo 2009 Annual Report Download - page 95

Table of Contents
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. 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, during calendar year 2008 the purchase periods were eight months and four months in length and began on January 1 and
September 1, respectively. Under the Employee Stock Purchase Plan, the Board may, in the future, specify offerings up to 27 months. As of January 31, 2010,
the total number of shares reserved for issuance under this plan is 8,500,000. As of January 31, 2010, 3,425,866 shares remain available for future purchases.
2008 Equity Incentive Award Plan
In August 2008, the Company's stockholders approved the 2008 Equity Incentive Award Plan ("the 2008 Plan"). The 2008 Plan permits the granting of
stock options, non-vested stock awards (also known as restricted stock), stock appreciation rights, performance share awards, performance stock-unit awards,
dividend equivalents awards, stock payment awards, deferred stock awards, performance bonus wards, and performance-based awards. The 2008 Plan allows
the grant of options to purchase shares of the Company's common stock to employees and other individuals at a price equal to the fair market value of the
common stock at the date of grant. The options granted to new employees typically vest 25% after the first year of service, and the remaining 75% vest
monthly over the next 36 months. The vesting period for options granted to continuing employees may vary, but typically vest monthly over a 48 month
period. Options expire 7 years after the grant date, based on continued service. If the optionee's service terminates, options expire 90 days from the date of
termination except under certain circumstances such as death or disability. The number of shares authorized for option grants under the 2008 Plan is
10,388,134. Any awards granted under the 1999 plan that are canceled after August 6, 2008 become available for grant under the 2008 Equity Incentive
Award Plan. Any grants of restricted stock awards will reduce shares available for grant at a 1.5:1 ratio. As of January 31, 2010, 4,135,419 shares remain
available for future stock based award grants.
In the event of a change in control of the Company and subsequent termination of certain employees, 25% to 100% of unvested awards would be
subject to acceleration as of the date of such termination.
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