TiVo 2015 Annual Report Download - page 109

NONSTATUTORY STOCK OPTION AGREEMENT
THE OPTION IS SUBJECT TO, AND MAY BE EXERCISED ONLY IN ACCORDANCE WITH, THE TERMS AND CONDITIONS OF THE PLAN.
ONLY CERTAIN PROVISIONS OF THE PLAN ARE INCLUDED IN THIS AGREEMENT. A COPY OF THE PLAN IS ATTACHED TO THIS
AGREEMENT AND SHOULD BE READ CAREFULLY.
Rovi Corporation, a Delaware corporation (the “ Company ”) and the Optionee agree that the terms and conditions set forth herein shall apply to
the stock options granted to the Optionee, on the date of grant, for the number of Optioned Shares and exercisable at the Option Price, all as
identified in the Notice of Stock Option Grant (the “ Notice ”) to which this Agreement is attached. All capitalized terms not defined herein or in
the Notice shall have those meanings ascribed to them in the Plan.
1. Term of Option and Exercise of Option. Subject to the provisions of the Plan and the terms and conditions of this Agreement and the
Optionee’s not experiencing a termination of employment of other business relationship during the vesting period, this Option may be exercised
by the Optionee during a period of seven (7) years from the date of grant in accordance with the schedule set forth in the Notice (the “ Expiration
Date
”) unless sooner terminated or cancelled in accordance with the Plan. If this Option expires on a stock exchange holiday or weekend day,
this Option will expire on the last trading day prior to the holiday or weekend. The schedule set forth in the Notice refers to the earliest dates on
which this Option may be exercised with respect to the percentages of Optioned Shares determined in accordance with such schedule as of
such dates, and, subject to the terms and conditions set forth herein, this Option may be exercised with respect to all or any part of such
percentages of the Optioned Shares at any time on or after such dates prior to the Expiration Date. The Optionee must be and remain an
employee, consultant, director or independent contractor in service to the Company, or of any parent corporation or subsidiary corporation of the
Company (as such terms are defined in Sections 424 (e) and (f) of the Internal Revenue Code), during the entire period commencing with the
date of grant of this Option and ending with each date determined in accordance with the exercise schedule set forth in the Notice in order to
exercise this Option with respect to the Optioned Shares first becoming exercisable on such date. Optionee shall be solely responsible for
exercising this Option, if at all, prior to its Expiration Date. The Company shall have no obligation to notify Optionee of the Option’s expiration.
2.
Leave of Absence. During any authorized leave of absence, the vesting of the Option shall be suspended after the leave of absence exceeds
a period of thrity (30) days. Vesting of the Option shall resume upon the Optionee’
s termination of the leave of absence and return to service to
the Company and/or its Subsidiaries. The vesting schedule of the Option shall be extended by the length of the suspension.
3. Termination by Reason of Death, Disability or Retirement
. If the Optionee ’s employment or other business relationship with the Company
and/or its Subsidiaries is terminated by reason of the Optionee’s death, Disability or Retirement, this Option may thereafter be exercised, but
only to the extent it was exercisable on the date of the Optionee’s death, Disability or Retirement, by (i) in the case of death, the legal
representative of the Optionee ’s estate or by any other person who acquires the right to exercise the Option by reason of such death or (ii) in
the case of Disability or Retirement, Optionee, for a period of twelve (12) months from the date of death, Disability or Retirement, as applicable,
or until the Expiration Date of the Option, if earlier. The Administrator shall have sole authority and discretion to determine whether the
Optionee’s employment or other business relationship has been terminated by reason of Disability. Notwithstanding the foregoing, if the
Company receives an opinion of counsel that there has been a legal judgment and/or legal development in the Optionee’s jurisdiction that would
likely result in the treatment that applies to this Option upon termination of Optionee’s employment or other business relationship by reason of
Retirement (
“ Retirement Treatment ”) being deemed unlawful and/or discriminatory, then the Retirement Treatment provided in this Section 2 will
not apply and the treatment provided in Section 4 of this Agreement will apply instead.
4.
Termination for Cause . If the Optionee ’s employment or other business relationship with the Company and/or its Subsidiaries is terminated
for Cause, then this Option, to the extent not vested as of Optionee’s termination date, shall immediately terminate and be of no further force
and effect. In the event of termination for Cause, this Option may thereafter be exercised, to the extent that was vested on the date of the
Optionee’s termination, for 30 days from the date of such termination or until the expiration of the stated term of the Option, if earlier.
5.
Other Termination . Unless otherwise determined by the Administrator, if the Optionee’s employment or other business relationship with the
Company and/or its Subsidiaries terminates for any reason other than death, Disability, Retirement,