TiVo 2015 Annual Report Download - page 110

or for Cause, then this Option, to the extent not vested as of Optionee’s termination date, shall be forfeited immediately upon such termination,
and Optionee shall have no further rights with respect to this Option or the shares of stock underlying that portion of this Option that have not
yet vested. Accordingly, this Option may thereafter be exercised, to the extent it was exercisable on the date of such termination, for three (3)
months from the date of such termination or until the expiration of the stated term of the Option, if earlier. In jurisdictions requiring notice in
advance of an effective termination of the employment or other business relationship with the Company and/or its Subsidiaries, Optionee shall
be deemed terminated upon the actual cessation of providing services to the Company notwithstanding any required notice period that must be
fulfilled before a termination of the employment or business relationship can be effective under applicable laws.
6.
Non - transferability of Option. This Option shall not be transferable except by will or the laws of descent and distribution, and this Option may
be exercised during the Optionee’s lifetime only by the Optionee. Any purported transfer or assignment of this Option shall be void and of no
effect, and shall give the Company the right to terminate this Option as of the date of such purported transfer or assignment.
7. Method of Exercise. This Option may be exercised with respect to all or any part of the Optioned Shares that are exercisable at time of
exercise, by providing irrevocable instructions to a designated brokerage firm specifying the number of Optioned Shares as to which this Option
is so exercised, and making full payment to the Company in cash, electronic transfer or by check of the Option Price for the Optioned Shares
with respect to which this Option is exercised and any applicable withholding taxes in accordance with Section 8 below.
If the Company ’s outstanding Common Stock is registered under Section 12 (g) of the Securities Exchange Act of 1934, as amended (the
“ 1934 Act ” ), at the time this option is exercised, then the Option Price also may be paid as follows:
a. in shares of the Company’s Common Stock held by the Optionee for the requisite period necessary to avoid a charge to the
Company’s earnings for financial reporting purposes and valued at fair market value on the exercise date;
b. through a special sale and remittance procedure pursuant to which the Optionee (i) is to provide irrevocable instructions to a
designated brokerage firm to effect the immediate sale of the purchased Optioned Shares and remit to the Company, out of the sale
proceeds available on the settlement date, sufficient funds to cover the aggregate Option Price payable for the purchased Optioned
Shares plus all applicable federal and state income and employment taxes required to be withheld by the Company by reason of such
purchase and (ii) to instruct the designated brokerage firm to provide directives to the Company to deliver certificates for the purchased
shares directly to such brokerage firm in order to effect the sale transaction;
c. through a special margin commitment procedure pursuant to which the Optionee elects to exercise his or her vested Optioned
Shares and then pledge those Optioned Shares purchased into a margin account with a brokerage firm as security for a loan from the
brokerage firm in an amount equal to the aggregate exercise price of the Optioned Shares. The brokerage firm is then irrevocably
committed to forward sufficient funds to the Company to cover the aggregate exercise price payable for the purchased Optioned Shares
plus all applicable federal and state income and employment taxes required to be withheld by the Company by reason of such
purchase. The Optionee is required to provide written directives to the Company to deliver concurrently certificates for the purchased
shares directly to such brokerage firm; or
d. any combination of the foregoing.
As soon as practical after receipt of notice of exercise, the Company shall, without transfer or issue tax or other incidental expense to the
Optionee or his or her successor, transfer and deliver thereto at the office of the Company or such other place as may be mutually agreeable a
certificate or certificates for such shares of its Common Stock, or initiate electronic delivery of such shares to the designated brokerage firm;
provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable
diligence to comply with applicable registration requirements under the Securities Act of 1933, as amended, any applicable listing requirements
of any national securities exchange, and requirements under any other laws or regulations applicable to the issuance or transfer of such shares.