TiVo 2011 Annual Report Download - page 113

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EXHIBIT A
TIVO INC. CASH-SETTLED RESTRICTED STOCK UNIT AWARD AGREEMENT
Pursuant to the Cash-Settled Restricted Stock Unit Award Grant Notice (the “Grant Notice ”) to which this Cash-
Settled Restricted Stock Unit Award Agreement (this “Agreement ”) is attached, TiVo Inc., a Delaware corporation (the
“Company ”), has granted to Participant the right to receive the number of Restricted Stock Units (“RSUs ”) under the
Company's 2008 Equity Incentive Award Plan (the “Plan ”) set forth in the Grant Notice. Each RSU represents the right
to receive an amount in cash equal to the Fair Market Value of one share of the Company's common stock, par value
$0.001 per share (the “Stock ”), after vesting.
ARTICLE I.
GENERAL
1.1. Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings
specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have
the meanings specified in the Plan and the Grant Notice.
(a) “Administrator ” shall mean the Board or the Committee responsible for conducting the
general administration of the Plan in accordance with Article 13 of the Plan; provided that if Participant is an Independent
Director, “Administrator” shall mean the Board.
(b) “Termination of Consultancy” shall mean the time when the engagement of Participant as a
Consultant to the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by
way of limitation, by resignation, discharge, death or retirement, but excluding: (a) terminations where there is a
simultaneous employment or continuing employment of Participant by the Company or any Subsidiary, and (b)
terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting
relationship between Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall
determine the effect of all matters and questions relating to Termination of Consultancy, without limitation. The
Administrator, or chief executive officer of the Company, in that party's absolute discretion, shall determine the question
of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of
the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant's service at any
time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.
(c) “ Termination of Directorship” shall mean the time when Participant, if he or she is or
becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a
termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall
determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent
Directors.
(d) “Termination of Employment” shall mean the time when the employee-employer relationship
between Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including,
but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (a)
terminations where there is a simultaneous reemployment or continuing employment of Participant by the Company or
any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting relationship or
continuing consulting relationship between Participant and the Company or any Subsidiary. The Administrator, in its
absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, without
limitation. The Administrator, or chief executive officer of the Company, in that party's absolute discretion, shall
determine the question of whether a particular leave of absence constitutes a Termination of Employment.