TiVo 2012 Annual Report Download - page 106

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EXHIBIT 10.56
December 19, 2012
Dear Anna:
This letter (the “Agreement”) confirms the details of the separation package offered to you by TiVo Inc. (the
“Company”). Kindly sign where indicated below, and return this letter to Tara Maitra by January 9, 2013 to signify your
agreement to the stated terms.
You have resigned your position as Vice President, Chief Financial Officer (“ CFO”) of the Company and your
position as an officer of the Company effective December 20, 2012 (the “ Resignation Date”). You will continue to be employed
by the Company, and to provide the Transition Services as described herein, and you agree to provide such services through
the earlier of September 30, 2013 or such other date as your employment may terminate in accordance with Section 2 of this
Agreement (the “Separation Date”). Upon this Agreement becoming effective, you will be entitled to the transition payments,
severance and other benefits detailed below.
1. Payment of Accrued Wages. On the Separation Date, you will receive payment of all wages
accrued through that date, including all accrued, unused Paid Time Off (“ PTO”).
2. Transition Period, Services and Payments. During the period beginning December 20, 2012
and ending on the Separation Date (the “ Transition Perod”), you will be available to answer questions about matters
previously within your responsibilities as CFO of the Company.
a) You will receive your current base salary through the Separation Date. All payments will be made in
accordance with the Company’s normal payroll practices, and will be less applicable taxes and authorized
withholding.
b) During the Transition Period, you will continue to vest in all stock option and other equity awards issued to you,
in accordance with the terms of the applicable equity plans, notices of grant and option or other equity award
agreements. Except as expressly provided herein, your rights with respect to all stock option and other equity
awards shall be as provided in the applicable equity plans, notices of grant and option or other equity award
agreements.
c) Your Company-sponsored medical, dental and vision care benefits will terminate effective as of the Separation
Date. Thereafter, you will be offered the opportunity to continue coverage under the terms of the Consolidated
Omnibus Budget Reconciliation Act of 1983, as amended (“ COBRA”).
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