TiVo 2015 Annual Report Download - page 127

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ROVI CORPORATION
2008 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE NOTICE, THE RESTRICTED STOCK
AWARD IS SUBJECT TO AND MAY BE EXECUTED ONLY IN ACCORDANCE WITH THE PLAN. ONLY CERTAIN
PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. THE TERMS OF THE PLAN ARE
INCORPORATED HEREIN BY REFERENCE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS IN THIS
AGREEMENT AND THE PLAN, THE PROVISIONS IN THE PLAN SHALL GOVERN.
1.
Grant of Restricted Stock Award
. The Company hereby grants to Participant a Restricted Stock Award for that number of
shares of Stock set forth in the Notice.
2.
Leave of Absence.
During any authorized leave of absence, the vesting of the Restricted Stock Award shall be suspended after
the leave of absence exceeds a period of thirty (30) days. Vesting of the Restricted Stock Award shall resume upon the participant
’
s
termination of the leave of absence and return to service to the Company and/or its Subsidiaries. The vesting schedule of the Restricted
Stock Award shall be extended by the length of the suspension.
3.
Non
-
transferability of Restricted Stock Award and Shares
. The Restricted Stock Award shall not be transferable (including by
sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession. The designation of a beneficiary does not
constitute a transfer. Participant shall not sell, transfer, assign, pledge or otherwise encumber the shares subject to the Restricted Stock
Award until all vesting requirements have been met.
4.
Stockholder Rights
. Except as provided in Section 2 or otherwise in this Paragraph 3, Participant shall have all of the rights of a
stockholder of the Company, including the right to vote the shares. Participant shall have the right to receive dividends and other
distributions (provided that distributions in the form of Stock shall be subject to the same restrictions as the underlying restricted stock)
only with respect to the vested amount(s) of the Restricted Stock Award. For the avoidance of doubt, unvested Restricted Stock Awards
shall have no rights to dividends or other distributions.
5.
Vesting and Earning of Restricted Stock Award
.
(a)
If Participant continues to serve the Company or Subsidiary as an employee, consultant, director or
independent contractor (such service is described herein as maintaining or being involved in a
“
Service Relationship
”
),
then the Restricted
Stock Award shall vest in accordance with the Notice.
(b)
The foregoing notwithstanding, in the event that Participant maintains a Service Relationship at the time a change
in control as defined herein occurs, the Board, or the board of directors of any corporation assuming the obligations of the Company
hereunder, shall either (a) assume the outstanding Restricted Stock Award or make a substitution on an equitable basis of appropriate
Stock of the Company or of the merged, consolidated, or otherwise reorganized corporation which will be issuable in respect to the
shares of Stock, or (b) provide that the Restricted Stock Award shall become immediately vested with respect to all the shares of Stock.
For purposes of this Agreement a
“
change in control
”
shall mean: (i) a dissolution or liquidation of the Company; (ii) a merger or
consolidation in which the Company is not the surviving