TiVo 2015 Annual Report Download - page 112

Company, this Option grant will not be interpreted to form an employment contract or service relationship with the Company, the Employer or
any Subsidiary of the Company. Optionee acknowledges that the future value of the underlying Shares is unknown, may increase or decrease
in the future, and cannot be predicted with certainty. In consideration of the grant of this Option, no claim or entitlement to compensation or
damages shall arise from termination of this Option or diminution in value of this Option or Optioned Shares purchased through exercise of this
Option resulting from Optionee's Termination of Employment by the Company or the Employer (for any reason whatsoever and whether or not in
breach of applicable laws).
12. Compliance with Securities and Other Laws. The Company shall not be obligated to deliver any shares of its Common Stock hereunder for
such period as may reasonably be required for it to comply with any applicable requirements of: (i) the Securities Act of 1933; (ii) the Securities
Exchange Act of 1934; (iii) applicable state securities laws; (iv) any applicable listing requirement of any stock exchange on which the
Company’s Common Stock is then listed; and (v) any other law or regulation applicable to the issuance of such shares.
13. Notices. All notices and other communications of any kind which either party to this Agreement may be required or may desire to serve on
the other party hereto in connection with this Agreement shall be in writing and may be delivered by personal service or by registered or certified
mail, return receipt requested, deposited in the United States mail with the postage thereon fully prepaid, addressed to the parties at their
respective addresses set forth in the Notice of Stock Option Grant. Service of any such notice or other communication so made by mail shall
be deemed complete on the date of actual delivery as shown by the addressee’s registry or certification receipt or at the expiration of the third
(3rd) business day after the date of mailing, whichever is earlier in time. Either party may from time to time by notice in writing served upon the
other as aforesaid, designate a different mailing address or a different person to which such notices or other communications are thereafter to
be addressed or delivered.
14.
Data Transfer . Optionee explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Optionee's
personal data as described in this document by and among, as applicable, the Employer or the Company, including any of its Subsidiaries, for
the exclusive purpose of implementing, administering and managing Optionee's participation in the Plan. Optionee understands that the
Company, its Subsidiaries and the Employer hold certain personal information about Optionee, including, but not limited to, name, home
address and telephone number, date of birth, social security number (or other identification number), salary, nationality, job title, any shares of
stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, purchased,
exercised, vested, unvested or outstanding in Optionee's favor for the purpose of implementing, managing and administering the Plan ( “ Data ” ).
Optionee understands that the Data may be transferred to any third parties assisting in the implementation, administration and management of
the Plan, that these recipients may be located in Optionee's country or elsewhere and that the recipient country may have different data privacy
laws and protections than Optionee's country. Optionee may request a list with the names and addresses of any potential recipients of the Data
by contacting the Stock Plan Administrator at the Company. Optionee authorizes the recipients to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee's participation in the Plan,
including any requisite transfer of such Data, as may be required to a broker or other third party with whom Optionee may elect to deposit any
Shares acquired upon the exercise of this Option. Optionee understands that Data will be held only as long as is necessary to implement,
administer and manage participation in the Plan. Optionee may, at any time, view Data, request additional information about the storage and
processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by
contacting the Stock Plan Administrator in writing. Optionee understands that refusing or withdrawing consent may affect Optionee's ability to
participate in the Plan. For more information on the consequences of refusing to consent or withdrawing consent, Optionee may contact the
Stock Plan Administrator at the Company.
15. Appendix. The Option shall be subject to any special provisions set forth in the Appendix for Optionee’s country. Moreover, if Optionee
relocates to one of the countries included in the Appendix during the life of the Option or while holding shares of Common Stock acquired under
the Plan, the special provisions for such country shall apply to Optionee to the extent the Company determines that the application of such
provisions is advisable or necessary in order to comply with local law or facilitate the administration of the Plan. The Appendix constitutes part
of this Agreement.
16. Copies of Plan Materials. Optionee acknowledges that the Company has a Rovi Intranet Stock Program page which is at the Company’s
intranet website and available stockholder information, including copies of any annual report, proxy statement and periodic report, at the
Company’s investor relations page on the Company’s website at http://ir.rovicorp.com. Optionee acknowledges that copies of the Plan, Plan
prospectus, Plan information and stockholder