TiVo 2010 Annual Report Download - page 36

Amendments to the 1999 Plan were adopted in July 1999. The 1999 Plan permits the granting of incentive stock options, non-statutory stock options, non-
vested stock awards (also known as restricted stock), stock appreciation rights, performance-based awards, and stock purchase rights. The 1999 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 10 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 terms of the 1999 Plan allow individuals to early exercise options granted prior
to August 8, 2001 from the date of grant, prior to full vesting. For options granted subsequent to August 8, 2001, options are exercisable only as the options
vest. In the event that the individual terminates his or her service to the Company before becoming fully vested, the Company has the right to repurchase any
exercised, unvested shares at the original option price. As of January 31, 2008, the number of shares authorized for option grants under the 1999 Plan was
52,384,204. As of January 31, 2011, all unissued shares under the 1999 Equity Incentive Plan have expired and no stock-based awards will be granted from
the 1999 Plan in the future. Any awards granted under the 1999 plan that are canceled after August 6, 2008 become available for grant under the 2008 Plan.
1999 Non-Employee Directors’ Stock Option Plan
In July 1999, the Company adopted the 1999 Non-Employee Directors’ Stock Option Plan “the Directors’ Plan”). The Directors’ Plan provides for the
automatic grant of options to purchase shares of the Company’s common stock to non-employee directors at a price equal to the fair market value of the stock
at the date of the grant. Initial options granted to new directors vest monthly over two years from the date of grant. Annual options granted to existing
directors vest upon grant. The option term is ten years after the grant date, based on continued director service. If the director’s service terminates, options
expire 90 days from the date the director’s service terminated. The number of shares authorized for option grants under the Directors’ Plan is 1,400,000,
subject to an annual increase of 100,000 shares. As of January 31, 2011 all unissued shares under 1999 Non-Employee Directors’ Stock Plan have expired.
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. Under the Employee Stock Purchase Plan, the Board may, in the future, specify offerings up to 27 months. As of January 31, 2011, the total number of
shares reserved for issuance under this plan is 8,500,000. As of January 31, 2011, 2,783,141 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, 2011, 5,239,335 shares remain
available for future stock based award grants.
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