TiVo 2015 Annual Report Download - page 118

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Stock Award, including the grant or vesting of this Restricted Stock Award or the subsequent sale of any Shares.
(b)
In the event that the Company or the Participant
’
s employer, including any Subsidiary qualified to deduct tax at
source (the
“
Employer
”
),
is required to withhold any amount (including in connection with income tax, employment or payroll taxes, social
security contributions or other similar amounts, with such obligation in aggregate referred to herein as the
“
Tax Items
”
)
as a result of any
event occurring in connection with this Restricted Stock Award, Participant shall make a cash, check or wire payment to the Company as
necessary to cover all applicable Tax Items at or prior to the time the event giving rise to the Tax Items occurs; or (a) the Employee can
elect a
“
sell
-
to
-
cover
”
option where the employee sells a portion of their vested shares to pay the tax liability, (b) elect a
“
same day sale
”
option where the employee sells all of their vested shares of which a portion of the proceeds will be used to pay the tax liability, (c) the
Company or the Employer has the right, and Participant in accepting this Restricted Stock Award explicitly authorizes the Company, to
deduct an amount equal to the Tax Items from the Participant
’
s compensation or (d) the Company may establish alternative procedures to
ensure satisfaction of all applicable Tax Items arising in connection with this Restricted Stock Award. The Participant will receive a cash
refund for any payment of cash or fraction of a surrendered share not necessary to satisfy the Tax Items.
(c)
Participant acknowledges and agrees that the ultimate liability for any tax
-
related item legally due by Participant
is and remains Participant
’
s responsibility and that the Company and or the Employer (a) make no representations nor undertakings
regarding the treatment of any such tax items in connection with any aspect of this Restricted Stock Award, including the grant or vesting
of this Restricted Stock Award or the subsequent sale of the Shares acquired from this Restricted Stock Award; and (b) do not commit
to structure the terms or any aspect of this Restricted Stock Award to reduce or eliminate the Participant
’
s liability for such tax items. The
Company may refuse to deliver the Shares if Participant fails to comply with Participant
’
s obligations in connection with the satisfaction of
the Tax Items.
12.
Code Section 83(b) Election
. Participant agrees to notify the Company immediately in writing in the event that Participant
makes an election under Section 83(b) of the Code (or any successor provision) or under any corresponding provision of state or local
tax law with respect to the Restricted Stock Award. Upon making any such election, Participant agrees to pay or make adequate
provisions for the withholding of Tax Items resulting from of such election. Such withholding may be deducted from any compensation due
to Participant from the Company.
13.
Administration
. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan,
shall be vested in the Committee (as such term is defined in the Plan), and the Committee shall have all powers with respect to this
Agreement as are provided in the Plan. Any interpretation of this Agreement by the Committee and any decision made by it with respect
to this Agreement is final and binding.
14.
Adjustments Upon Changes in Capitalization
. In the event of any change in the outstanding Stock of the Company by reason
of stock dividends, recapitalization, mergers, consolidations, split
-
up, combinations or exchanges of shares and the like, the number and
kind of shares subject to this Restricted Stock Award immediately prior to such event shall be appropriately adjusted by the Board in
accordance with the terms of the Plan, and such adjustment shall be conclusive.
15.
Entire Agreement; Amendment; Binding Effect; Governing Law; Plan Controls
. The Plan is incorporated herein by reference.
The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements