TiVo 2011 Annual Report Download - page 117

resulting from the vesting of the RSUs or the cash payment thereunder, or other taxable event related to the Restricted
Stock Units.
2.4 Limitation on Participant's Rights . Neither Participant nor any person claiming under or through Participant
shall (i) have any of the rights or privileges of a stockholder of the Company nor (ii) have any rights to have the RSU
Award paid in shares of Stock. No adjustment shall be made for a dividend or other right, except as provided in Section
12.1 of the Plan
ARTICLE III.
OTHER PROVISIONS
3.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to
adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to
interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the
Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No
member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan, this Agreement or the RSU Award.
3.2 Adjustments Upon Certain Events. Participant acknowledges that the RSU Award is subject to modification
and termination in certain events as provided in this Agreement and Article 12 of the Plan.
3.3 Restricted Stock Units Not Transferable. None of the RSU Award, the interests or rights and privileges
conferred hereby, including the RSUs awarded hereunder, shall be pledged, encumbered, or hypothecated to or in favor of
any party other than the Company or a Subsidiary unless and until the cash underlying the RSU Award has been paid, and
any attempted disposition thereof shall be null and void and of no effect. None of the RSU Award, the interest or rights
and privileges conferred hereby, including the RSUs awarded hereunder, shall be liable for the debts, contracts or
engagements of Participant or his successors in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including
bankruptcy) unless and until the cash underlying the RSU Award has been paid, and any attempted disposition thereof
shall be null and void and of no effect.
3.4 Binding Agreement . Subject to the limitation on the transferability of this grant contained herein, this
Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
3.5 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the
Company in care of the Secretary of the Company at the address given beneath the signature of the Company's authorized
officer on the Grant Notice, and any notice to be given to Participant shall be addressed to Participant at the address given
beneath Participant's signature on the Grant Notice. By a notice given pursuant to this Section 3.5, either party may
hereafter designate a different address for notices to be given to that party. Notices provided for in Participant's
Agreement or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by mail by the Company to Participant, five (5) days after deposit in the United States mail, postage
prepaid, addressed to Participant at the last address Participant provided to the Company.
3.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or
construction of this Agreement.