TiVo 2015 Annual Report Download - page 117

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benefits in lieu of any Restricted Stock Awards, even if Restricted Stock Awards have been granted repeatedly in the past and regardless
of any reasonable notice period mandated under local law;
(c)
the value of this Restricted Stock Award is an extraordinary item of compensation which is outside the scope
of Participant
’
s employment contract, if any;
(d)
this Restricted Stock Award is not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating termination, severance, resignation, redundancy, end of service payments, bonuses, long
-
service
awards, pension, retirement benefits, or similar payments;
(e)
this Restricted Stock Award shall expire upon termination of Participant
’
s Service Relationship for any reason
except as may otherwise be explicitly provided in the Plan and this Agreement;
(f)
the future value of the shares of Stock awarded under the Plan is unknown and cannot be predicted with
certainty;
(g)
no claim or entitlement to compensation or damages arises from the termination of this Restricted Stock Award
or diminution in value of this Restricted Stock Award or shares of Stock purchased under the Plan and Participant irrevocably releases the
Company from any such claim; and
(h)
Participant
’
s participation in the Plan shall not create a right to further employment with the Company and shall
not interfere with the ability of the Company to terminate Participant
’
s Service Relationship at any time, with or without cause.
10.
Escrow
.
(a)
Until the shares have vested, the Company
’
s Secretary or such other escrow holder as the Company may
appoint, shall retain custody of the stock certificates or book
-
entry shares representing the shares of Stock subject to the Restricted Stock
Award.
(b)
Participant agrees that simultaneously with Participant
’
s execution of this Agreement, he or she will execute
stock powers in favor of the Company with respect to the shares of Stock granted hereunder in the form provided by the Company and
that he or she will promptly deliver such stock powers to the Company.
(c)
When shares of Stock vest and the Company delivers to Participant certificates for shares of Stock, the
Company also will return to Participant the stock powers related to such shares held by the Company.
11.
Tax Withholding
.
(a)
Participant is responsible for, and by accepting this Restricted Stock Award agrees to bear, all taxes of any
nature, including withholding taxes, interest or penalties arising out of the grant of this Restricted Stock Award, the vesting of this
Restricted Stock Award or the subsequent sale of the Shares, that are legally imposed upon Participant in connection with this Restricted
Stock Award, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with
such tax liability legally imposed on Participant. The Company has not provided any tax advice with respect to this Restricted Stock
Award or the disposition of the Shares. Participant should obtain advice from an appropriate independent professional adviser with
respect to the taxation implications of any aspect of this Restricted