TiVo 2012 Annual Report Download - page 107

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d) You will be reimbursed for all reasonable and pre-approved business expenses incurred during the Transition
Period, in accordance with the Company’s expense reimbursement policies.
e) Except for the Employee Stock Purchase Plan and the TiVo Inc. 401K Plan, as specifically provided herein,
you will not be eligible to participate in Company-sponsored benefits or compensation programs, including
short and long term disability programs, supplemental life insurance, PTO, option or other equity awards
including incentive compensation awards after the Resignation Date.
f) If on or before the end of the Transition Period there is a Change of Control, as defined in the TiVo Inc. Change of
Control Vice President Plan (the “Change of Control Plan”), you shall remain eligible for accelerated vesting of
all unvested outstanding stock option and other equity awards issued to you in accordance with the terms of the
Change of Control Plan. Except as so expressly provided, your right to participate in the Change of Control Plan
shall terminate on the Resignation Date.
g) During the Transition Period, you will not be required to work at the Company’s offices.
3. Termination of the Transition Period by You for Any Reason or by the Company for Cause. You may
terminate this Agreement and the services prior to the Separation Date for any reason by written notice to the Company.
The Company may terminate the Transition Period at any time prior to the Separation Date for Cause by written notice
to you. “Cause” for purposes of this Agreement shall mean and refer to your failure to timely and substantially perform
such transition services as are reasonably requested by the Company; your engaging in an act or omission that is in
bad faith and to the detriment of the Company; misconduct, willful malfeasance, or any act of dishonesty or moral
turpitude by you; your disclosure of Company confidential information not required by your duties; or your engaging in
any act of commercial bribery, any criminal act or perpetration of fraud. If your employment is terminated by either you
or the Company pursuant to this Section 3, you will receive base pay through the actual date of termination and any
other amounts owed pursuant to Section 2, but will not be eligible for the severance pay and benefits detailed in
Section 4 of this Agreement.
4. Severance Payments and Benefits. If you provide such transition services as are reasonably
requested by the Company pursuant to Section 2 of this Agreement, execute the General Release attached as Exhibit
A hereto (the “General Release”) no earlier than the Separation Date, and your employment is not terminated prior to
September 30, 2013 by you or by the Company for Cause pursuant to Section 3, then you will be eligible for the
severance payments and benefits detailed in this Section 4.
a) Within ten (10) working days after the Effective Date of the General Release, you will receive a lump sum
payment in the amount of 3 months of your base
2