TiVo 2015 Annual Report Download - page 122

corporation (other than a merger or consolidation with a wholly - owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings
and the Awards are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants);
(iii) a merger in which the Company is the surviving corporation but after which the stockholders of the Company (other than any
stockholder which merges (or which owns or controls another corporation which merges) with the Company in such merger) cease to
own their shares or other equity interests in the Company; (iv) the sale of substantially all of the assets of the Company; or (v) any other
transaction which qualifies as a “ corporate transaction ” under Section 424(a) of the Internal Revenue Code of 1986, as amended, wherein
the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company from or by the stockholders of the Company).
(c) The Committee has sole authority to determine whether and to what degree the Restricted Stock Award has
vested and been earned and is payable and to interpret the terms and conditions of this Agreement and the Plan.
6.
Termination of Employment . In the event that Participant ’ s Service Relationship is terminated for any reason, including death or
Disability, and Participant has not yet vested all or part of the Restricted Stock Award pursuant to Section 4, then the Restricted Stock
Award, to the extent not vested as of Participant ’ s termination date, shall be forfeited immediately upon such termination, and Participant
shall have no further rights with respect to the Restricted Stock Award or the shares of Stock underlying that portion of the Restricted
Stock Award that have not yet vested. In jurisdictions requiring notice in advance of an effective termination of the Service Relationship,
Participant 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 Service Relationship can be effective under applicable laws. Participant
expressly acknowledges and agrees that the termination of his or her Service Relationship shall result in forfeiture of the Restricted Stock
Award and the shares of Stock to the extent the Restricted Stock Award has not vested as of the date of his or her termination of service
or employment.
7.
Payment of Par Value . As a condition to the delivery to Participant of the shares of Stock subject to this Restricted Stock
Award after such shares have vested, Participant authorizes the Company to deduct from compensation due to Participant from the
Company or Participant ’ s employer, if different (the “ Employer ” ), an amount equal to the par value of the shares of Stock to be issued
hereunder. Such withholding shall be deducted from Participant ’ s compensation payable on the Company ’ s or the Employer ’ s regularly
scheduled payroll date immediately prior to each vesting date of the shares of Stock, as set forth in the Notice and in this Agreement,
unless otherwise determined by the Committee. As of the date of this Agreement, the par value for one share of the Company ’ s common
stock is $.001.
8.
Settlement of Restricted Stock Award . The Company shall not be obligated to deliver any shares of Stock hereunder for such
period as may be required by it in order to comply with applicable federal or state statutes, laws and regulations.
9.
No Acquired Rights . Participant agrees and acknowledges that:
(a) the Plan is discretionary in nature and that the Company can amend, cancel, or terminate it at any time;
(b)
the grant of this Restricted Stock Award under the Plan is voluntary and occasional and does not create any
contractual or other right to receive future grants of any Restricted Stock Awards or