TiVo 2009 Annual Report Download - page 97

Table of Contents
Restricted Stock Awards (RSAs) / Restricted Stock Units (RSUs)
The Company had 4,467,000 RSAs and RSUs outstanding as of January 31, 2010, which were excluded from the options outstanding balances in the
preceding tables. The grant of these RSAs and RSUs has been deducted from the shares available for grant under the Company's stock option plans. The total
aggregate grant date fair value was $34.7 million. Aggregate intrinsic value of RSAs and RSUs at January 31, 2010 was $40.3 million based on the
Company's closing stock price on January 31, 2010. The total fair value of RSAs and RSUs vested was $6.5 million, $2.4 million, and $1.2 million for the
twelve months ended January 31, 2010, 2009, and 2008, respectively.
The following table summarizes the activities for the Company's unvested RSAs and RSUs for the three years ended January 31, 2010, 2009, and 2008:
Number of
Shares
Weighted-Average
Grant Date Fair
Value
(in thousands)
Unvested stock at January 31, 2007 496 $ 6.91
Granted 642 $ 6.04
Vested (176) $ 6.66
Forfeited (50) $ 6.97
Unvested stock at January 31, 2008 912 $ 6.35
Granted 1,275 $ 8.86
Vested (336) $ 7.06
Forfeited (126) $ 8.69
Unvested stock at January 31, 2009 1,725 $ 7.89
Granted 3,938 $ 7.53
Vested (921) $ 7.05
Forfeited (275) $ 7.51
Unvested stock at January 31, 2010 4,467 $ 7.77
Performance-Based Awards
During fiscal years 2009, and 2008, the Company had a performance-based plan that grants restricted stock to specified manager-level employees based
on the attainment of specified goals. The number of awards issued for the fiscal year ended January 31, 2008 was determined in the first quarter of fiscal year
2009 based upon meeting various departmental and company-wide performance goals for fiscal year 2008. The numbers of awards issued in March 2008 was
143,114 shares for restricted stock that will then vest over a two year period. The number of awards issued for the fiscal year ended January 31, 2009 was
determined in the first quarter of fiscal year 2010 and based upon meeting various departmental and company-wide performance goals for fiscal year
2009. The number of fiscal 2009 awards issued is 62,437 that will vest over a four-year period. Total compensation cost recognized related to these
performance-based awards was approximately $428,000, $533,000 and $302,000 for the fiscal years ended January 31, 2010, 2009, and 2008,
respectively. As of January 31, 2010, $291,000 of total unrecognized compensation cost related to these awards are expected to be recognized over a
weighted-average period of 2.44 years.
In fiscal year 2010, the Company awarded 300,000 shares of performance-based restricted stock to the Company's Chief Executive Officer that would
vest over a five-year period. These awards vest only if specific performance goals set by the Compensation Committee of the Company's Board of Directors
are achieved. The fair value of these 300,000 shares of performance-based restricted stock units was estimated using Monte Carlo analysis. Total
compensation cost recognized related to these performance-based awards was approximately $586,000 for the fiscal year ended January 31, 2010. As of
January 31, 2010, $883,000 of total unrecognized compensation cost related to these awards is expected to be recognized over the remaining vesting period of
4.00 years.
14. RETIREMENT PLANS
In December 1997, the Company established a 401(k) Retirement Plan ("the Retirement Plan") available to employees who meet the plan's eligibility
requirements. Participants may elect to contribute a percentage of their compensation to the Retirement Plan up to a statutory limit. Participants are fully
vested in their contributions. The Company may make discretionary contributions to the Retirement Plan as a percentage of participant contributions, subject
to established limits. The Company has not made any contributions to the Retirement Plan from inception through January 31, 2010.
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