TiVo 2011 Annual Report Download - page 119

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3.8 Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to
conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all
regulations and rules promulgated thereunder by the Securities and Exchange Commission, including, without limitation,
Rule 16b-3 under the Exchange Act, and state securities laws and regulations. Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to
the extent necessary to conform to such laws, rules and regulations.
3.9 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be
wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the
Committee or the Board, provided, that, except as may otherwise be provided by the Plan, no amendment, modification,
suspension or termination of this Agreement shall adversely effect the RSU Award in any material way without the prior
written consent of Participant.
3.10 Successors and Assigns . The Company may assign any of its rights under this Agreement to single or
multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs,
executors, administrators, successors and assigns.
3.11 Effect of Written Modifying Agreements. Notwithstanding any other provision of the Plan or this
Agreement, if Participant is party to any written agreement between Participant and the Company executed prior to,
concurrent with, or subsequent to this Agreement, including but not limited to, an employment agreement or change in
control agreement (“Modifying Agreement”), and such Modifying Agreement purports to supersede the vesting, timing or
distribution provisions of this Agreement, then the Modifying Agreement shall supersede the terms and conditions of this
Agreement with respect to such vesting, timing or distribution provisions.
3.12 Limitations Applicable to Section 16 Persons . Notwithstanding any other provision of the Plan or this
Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the RSU Award and this Agreement shall
be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act
(including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.
3.13 Section 409A. Notwithstanding any other provision of the Plan, this Agreement or the Grant Notice, the
Plan, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and
conditions required by, Section 409A of the U.S. Internal Revenue Code of 1986, as amended (together with any
Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any
such regulations or other guidance that may be issued after the date hereof, “Section 409A”). The Administrator may, in
its discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice or adopt other policies and
procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the
Administrator determines are necessary or appropriate to comply with the requirements of Section 409A.
3.14 Not a Contract of Employment or Other Service Relationship. Nothing in this Agreement or in the Plan
shall confer upon Participant any right to continue to serve as an employee or other service provider of the Company or
any of its Subsidiaries.
3.15 Entire Agreement. Subject to Section 3.11 of this Agreement, the Plan, the Grant Notice and this
Agreement (including all exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all
prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.