TiVo 2015 Annual Report Download - page 133

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ROVI CORPORATION
2008 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT
AGREEMENT
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE NOTICE, THE RESTRICTED STOCK
UNITS ARE 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 Units
. The Company hereby grants to Participant a Restricted Stock Unit Grant for that number of
units of Stock set forth in the Notice. This award represents the right to be issued on a future date one (1) share of Common Stock for
each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 12 below) as indicated in
the Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for Participant
’
s
benefit the number of Restricted Stock Units/shares of Common Stock subject to the award. This award was granted in consideration of
your services to the Company.
2.
Leave of Absence.
During any authorized leave of absence, the vesting of the Restricted Stock Units shall be suspended after
the leave of absence exceeds a period of thirty (30) days. Vesting of the Restricted Stock Units 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 Units shall be extended by the length of the suspension.
3.
Non
-
transferability of Restricted Stock Units
. The Restricted Stock Units 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 Restricted Stock Units until all vesting
requirements have been met.
4.
Stockholder Rights
. Stock underlying Restricted Stock Units will not be issued until the Restricted Stock Units have vested. A
participant awarded Restricted Stock Units shall have no rights as a Company stockholder with respect to such Restricted Stock Units
until such time as the Restricted Stock Units have vested and Stock underlying the Restricted Stock Units has been issued.
5.
Vesting and Earning of Restricted Stock Unit; Date of Issuance
.
(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 Units shall vest and shares shall be issued as promptly as reasonably practicable thereafter in accordance with the Notice. The
issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A
-
1(b)(4) and
will be construed and administered in such a manner. Subject to the satisfaction of the withholding obligations set forth in this Agreement,
in the event one or more Restricted Stock Units vests, the Company shall issue to Participant one (1) share of Common Stock for each
Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 12 below). The issuance date
determined by this paragraph is referred to as the
“
Original Issuance Date
”
.