TiVo 2013 Annual Report Download - page 90

Table of Contents
options granted to continuing employees may vary, but typically vest monthly over a 48 months period. Options expire 10 years after the
grant date, based on continued service. If the optionee’s service terminates, options expire 90 days from the date of termination except under
certain circumstances such as death or disability. For options granted subsequent to August 8, 2001, options are exercisable only as the
options vest. In the event that the individual terminates his or her service to the Company before becoming fully vested, the Company has
the right to repurchase any exercised, unvested shares at the original option price. As of January 31, 2008, the number of shares authorized
for option grants under the 1999 Plan was 52,384,204. As of January 31, 2014, all unissued shares under the 1999 Equity Incentive Plan
have expired and no stock-based awards will be granted from the 1999 Plan in the future. Any awards granted under the 1999 plan that are
canceled after August 6, 2008 become available for grant under the 2008 Plan.
1999 Non-Employee Directors’ Stock Option Plan
In July 1999, the Company adopted the 1999 Non-Employee Directors’ Stock Option Plan (the "Directors’ Plan”). The Directors’ Plan
provides for the automatic grant of options to purchase shares of the Company’s common stock to non-employee directors at a price equal to
the fair market value of the stock at the date of the grant. Initial options granted to new directors vest monthly over two years from the date of
grant. Annual options granted to existing directors vest upon grant. The option term is ten years after the grant date, based on continued
director service. If the director’s service terminates, options expire 90 days from the date the director’s service terminated. The number of
shares authorized for option grants under the Directors’ Plan is 1,400,000, subject to an annual increase of 100,000 shares. As of January
31, 2014, all unissued shares under 1999 Non-Employee Directors’ Stock Plan have expired.
1999 Employee Stock Purchase Plan
In July 1999, the Company adopted the 1999 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan”). The Employee
Stock Purchase Plan provides a means for employees to purchase TiVo common stock through payroll deductions of up to 15% of their base
compensation. The Company offers the common stock purchase rights to eligible employees, generally all full-time employees who have
been employed for at least 10 days. This plan allows for common stock purchase rights to be granted to employees of TiVo at a price equal to
the lower of 85% of the fair market value on the first day of the offering period or on the common stock purchase date. This plan incorporates
up to a one-year look back feature in its provisions which resets the offering price during the one-year look back period if the Company’s
common stock purchase price on the purchase date is lower than its price on the commencement of the offering. Each offering consists of up
to two purchase periods. The purchase periods are generally six months in length and begin January 1 and July 1 of each year. Under the
Employee Stock Purchase Plan, the Board may, in the future, specify offerings up to 27 months. As of January 31, 2014, the total number
of shares reserved for issuance under this plan is 10,000,000. As of January 31, 2014, 1,884,542 shares remain available for future
purchases.
2008 Equity Incentive Award Plan
In August 2008, the Company’s stockholders approved the 2008 Equity Incentive Award Plan (the "2008 Plan”). The 2008 Plan permits
the granting of stock options, non-vested stock awards (also known as restricted stock), stock appreciation rights, performance share awards,
performance stock-unit awards, dividend equivalents awards, stock payment awards, deferred stock awards, performance bonus wards, and
performance-based awards. The 2008 Plan allows the grant of options to purchase shares of the Company’s common stock to employees
and other individuals at a price equal to the fair market value of the common stock at the date of grant. The options granted to new employees
typically vest 25% after the first year of service, and the remaining 75% vest monthly over the next 36 months. The vesting period for options
granted to continuing employees may vary, but typically vest monthly over a 48 month period. Annual grants of restricted stock made to
continuing employees typically vest 17% every 6 months over a 36 months period. Options expire 7 years after the grant date, based on
continued service. If the optionee’s service terminates, options expire 90 days from the date of termination except under certain
circumstances such as death or disability. The number of shares authorized for option grants under the 2008 Plan is 28,575,914. Any
awards granted under the 1999 plan that are canceled after August 6, 2008 become available for grant under the 2008 Equity Incentive Award
Plan. Any grants of restricted stock awards will reduce shares available for grant at a 1.5:1 ratio. Under the 2008 Equity Incentive Award Plan,
in general, grants of full value awards (as defined in the plan but generally relate to restricted stock and similar awards) must vest over a
period of not less than three years (or, in the case of vesting based upon the attainment of performance goals or other performance-based
objectives, over a period of not less than one year measured from the commencement of the period over which performance is evaluated)
following the date the award is granted. As of January 31, 2014, 6,513,292 shares remain available for future stock based award grants.
87