**Exhibit 10.12**

**[VP Version]**

**Change of Control**

**Terms and Conditions**

TiVo Inc. (the “Corporation”) considers itessential to the best interests of its shareholders to foster the continuous employment of the Corporation’s key management personnel. In this regard, the Corporation’s Board of Directors (the “Board”) recognizes that, as is thecase with many publicly-held corporations, the possibility of a change in control of the Corporation may exist and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnelto the detriment of the Corporation and its shareholders. 

The Board has decided to reinforce and encourage the continued attention anddedication of members of the Corporation’s management, including yourself, to their assigned duties without the distraction arising from the possibility of a change in control of the Corporation. 

In order to induce you to remain in its employ, the Corporation hereby agrees that after this letter agreement (this “Agreement”) has beenfully executed, you shall receive the severance benefits set forth in this Agreement in the event that your employment with the Corporation is terminated under the circumstances described below in anticipation of or subsequent to a Change in Control(as defined below). 

1. Term of Agreement. This Agreement shall commence on January 1, 2007 the “Effective Date” andshall continue in effect until the earlier of its termination by mutual consent of you and the Corporation or the date all payments or benefits required to be made or provided hereunder have been made or provided in their entirety. 

2. Change in Control. No benefits shall be payable hereunder unless there has been a Change in Control. For purposes of this Agreement, a“Change in Control” shall mean: 

(i) a dissolution or liquidation of the Corporation; 

(ii) a sale of all or substantially all of the assets of the Corporation; 

(iii) a sale by the stockholders of the Corporation of the voting stock of the Corporation to another corporation or its subsidiaries that results in the ownership by such corporation and/or its subsidiaries of eightypercent (80%) or more of the combined voting power of all classes of the voting stock of the Corporation entitled to vote; 

(iv) amerger or consolidation involving the Corporation in which the Corporation is not the surviving corporation or a merger or consolidation of a subsidiary of the Corporation and in which, in either case, beneficial ownership of securities of theCorporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of members of the Board of Directors (“Directors”) has changed; 

(v) a reverse merger in which the Corporation is the surviving corporation but the shares of the Corporation’s Common Stock outstanding immediatelypreceding the merger are 

converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial ownership of securitiesof the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors has changed;. 

(vi) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust,sponsored or maintained by the corporation or subsidiary of the Corporation or other entity controlled by the Corporation) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successorrule) or securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors; or 

(vii) for any reason during any period of two (2) consecutive years (not including any period prior to the Effective Date) a majority of the Board is constituted by individuals other than (1) individuals whowere directors immediately prior to the beginning of such period, and (2) new directors whose election or appointment by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds(2/3) of the directors then still in office who either were directors immediately prior to the beginning of the period or whose election or nomination for election was previously so approved. 

3. Termination in Anticipation of or Following Change in Control. 

(i) General. If a Change in Control shall have occurred during the term of this Agreement, you shall be entitled to the benefits provided in Section 4(ii) if your employment is terminated within thethirteen (13) month period immediately following the date of such Change in Control (a) by the Corporation other than for Cause or Disability (each as defined below), or (b) by you for Good Reason (as defined below) (a termination ofyour employment under the circumstances described in this sentence is sometimes hereinafter referred to as a “Payment Termination”). Notwithstanding anything contained herein, if your employment is terminated during the period commencingon the public announcement of a transaction which if consummated will constitute a Change in Control and ending on the date of consummation of such Change in Control either by the Corporation other than for Cause or Disability or by you for GoodReason, and if such termination (1) was at the request of a third party effecting the Change in Control or (2) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement youremployment shall be deemed to have been terminated immediately after the actual occurrence of the Change in Control; provided, however, that nothing herein shall extend the period within which any option to purchase the Corporation’s capitalstock that you hold may be exercised following your termination of employment in such a manner as to result in adverse tax consequences to you under Section 409A of the Internal revenue Code of 1986, as amended (the “Code”). Except asdescribed in the preceding sentence, in the event that your employment with the Corporation is terminated for any reason and subsequently a Change in Control occurs, you shall not be entitled to any benefits hereunder. 

(ii) Death or Disability. Your employment with the Corporation shall terminate automatically upon your death. The Corporation may terminate youremployment for Disability, but only if that Disability continues through the Date of Termination (as hereinafter defined). 

 

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For purposes of this Agreement, “Disability” shall mean your absence from the full-time performance of your duties with the Corporation for six(6) consecutive months by reason of your physical or mental illness. 

(iii) Cause. The Corporation may terminate youremployment for Cause. For purposes of this Agreement, “Cause” shall mean (a) your willful and continued failure to substantially perform your duties with the Corporation (other than any such failure resulting from your incapacity dueto physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to you by the Board, whichdemand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (b) your willful and continued failure to substantially follow and comply with the specific and lawful directives ofthe Board, as reasonably determined by the Board (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason),after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (c) your willful commissionof an act of fraud or dishonesty resulting in material economic or financial injury to the Corporation, or (d) your conviction of, or entry by you of a guilty or no contest plea to, the commission of a felony involving moral turpitude. Forpurposes of this Section 3(iii), no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith. 

(iv) Good Reason. You may terminate your employment with the Corporation for Good Reason. For purposes of this Agreement, “Good Reason”shall mean the occurrence, after a Change in Control, of any one or more of the following events without your prior written consent, unless the Corporation fully corrects the circumstances constituting Good Reason (provided such circumstances arecapable of correction) prior to the Date of Termination: 

(a) A material reduction in the nature or scope of your responsibilities, or theassignment to you of duties that are materially inconsistent with your position (in each case as compared to your responsibilities, duties or position immediately prior to the Change in Control); 

(b) the Corporation’s reduction of your annual base salary or bonus opportunity, each as in effect on the date hereof or as the same may beincreased from time to time; 

(c) the relocation of the Corporation’s offices at which you are principally employed immediately priorto the date of the Change in Control (your “Principal Location”) such that your one-way daily commute from your principal residence to the Corporation’s offices at which you are principally employed is increased by more than fifty(50) miles; 

(d) the Corporation’s failure to pay to you any portion of your then current compensation or any portion of aninstallment of deferred compensation under any deferred compensation program of the Corporation, in each case within seven (7) days of the date such compensation is due; 

 

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(e) the Corporation’s failure to continue in effect compensation and benefit plans which provide youwith benefits which are no less favorable on an aggregate basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, to the benefits provided to you under the Corporation’scompensation and benefit plans and practices immediately prior to the Change in Control; 

(f) the Corporation’s failure to obtain asatisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof; or 

(g)any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Section 3(v) hereof (and, if applicable, the requirements of Section 3(iii) hereof), which purportedtermination shall not be effective for purposes of this Agreement. 

Your right to terminate your employment pursuant to thisSection 3(iv) shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(v) Notice of Termination. Any purported termination of your employment by the Corporation or by you (other than termination due toyour death, which shall terminate your employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 6. For purposes of this Agreement, “Notice of Termination”shall mean a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employmentunder the provision so indicated. 

(vi) Date of Termination. For purposes of this Agreement, “Date of Termination” shallmean (a) if your employment is terminated due to your death, the date of your death; (b) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returnedto the full time performance of your duties during such thirty (30) day period), and (c) if your employment is terminated for any reason other than death or Disability, the date specified in the Notice of Termination (which, in the case ofa termination by the Corporation without Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination by you for Good Reason shall not be less than fifteen (15) nor morethan thirty (30) days from the date such Notice of Termination is given). 

4. Compensation Upon Termination. 

(i) If your employment with the Corporation is terminated by reason of your death, by the Corporation for Cause or Disability, or by you other than forGood Reason, the Corporation shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensationplan or practice of the Corporation at the time such payments are due, and the Corporation shall have no further obligations to you under this Agreement. 

 

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(ii) If you incur a Payment Termination, then, subject to Section 4(v), in lieu of any severancebenefits to which you may otherwise be entitled under any severance plan or program of the Corporation or by law, you shall be entitled to the benefits provided below: 

(a) the Corporation shall, at the time specified in Section 4(iii), pay to you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given,plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due; 

(b) the Corporation shall, at the time specified in Section 4(iii), pay as severance pay to you a lump-sum severance payment equal to the sum of the following: 

(A) fifty percent (50%) of the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or(y) your annual base salary as in effect immediately prior to the Change in Control; and 

(B) fifty percent (50%) of the greaterof (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, as if the bonus goals are satisfied; 

(c) you shall immediately become vested with respect to fifty percent (50%) of the unvested portion of any options to purchase theCorporation’s capital stock that you then hold and/or the vesting or other restrictions with respect to fifty percent (50%) of the restricted shares or other equity awards relating to the Corporation’s capital stock that you then holdshall immediately lapse; provided, however that with regard to stock options, restricted shares or other equity awards relating to the Corporation’s capital stock held by you that contain provisions making the vesting of, or lapse ofrestrictions with respect to, such awards contingent upon the attainment of one or more performance goals (“Performance Awards”), such Performance Awards shall become vested and/or restrictions shall lapse with respect to fifty percent(50%) of the shares of the Corporation’s capital stock that otherwise would have become vested during the year of your termination of employment as if the performance goals with respect to such year (or prior periods) had been attained;

(d) for the period beginning on the Date of Termination and ending on the earlier of (i) the date which is six (6) full monthsfollowing the Date of Termination or (ii) the first day of your eligibility to participate in a comparable group health plan maintained by a subsequent employer, the Corporation shall pay for and provide you and your dependents with the samemedical benefits coverage to which you would have been entitled had you remained continuously employed by the Corporation during such period. In the event that you are ineligible under the terms of the Corporation’s benefit plans to continue tobe so covered, the Corporation shall provide you with substantially equivalent coverage through other sources or will provide you with a lump sum payment (determined on a present value basis using the interest rate provided inSection 1274(b)(2)(B) of the Code, on the Date of Termination) in such amount that, after all income and employment taxes on that amount, shall be equal to the cost to 

 

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you of providing yourself such benefit coverage. At the termination of the benefits coverage under the first sentence of this Section 4(ii)(d), you andyour dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required bysuch laws, as if you had terminated employment with the Corporation on the date such benefits coverage terminates; and 

(e) the Corporationshall furnish you for six (6) years following the Date of Termination with directors’ and officers’ liability insurance insuring you against insurable events which occur or have occurred while you were a director or officer of theCorporation, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain substantially the same terms, conditionsand exceptions as the liability issuance policies provided for officers and directors of the Corporation in force from time to time, *provided, however*, that such terms, conditions and exceptions shall not be, in the aggregate, materially lessfavorable to you than those in effect on the date hereof; *provided, further*, that if the aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty percent (150%) of the per annum rate ofpremium currently paid by the Corporation for such insurance, then the Corporation shall provide the maximum coverage that will then be available at an annual premium equal to one hundred and fifty percent (150%) of such rate. 

(iii) The payments provided for in Sections 4(ii)(a) and (b) as applicable, shall be made not later than the fifth business day following the Dateof Termination; *provided, however*, that if the amounts of such payments cannot be finally determined on or before such day, the Corporation shall pay to you on such day an estimate, as determined in good faith by the Corporation, of theminimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than thethirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to you, payable on the fifth dayafter demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). 

(iv) You shallnot be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensationearned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed to be owed by you to the Corporation, orotherwise. 

(v) As a condition to your receipt of any benefits described in Section 4(ii) hereof, you shall be required to execute aRelease (the “Release”) of all claims arising out of your employment or the termination thereof, in a form reasonably acceptable to the Corporation. Such Release shall specifically relate to all of your rights and claims in existence atthe time of such execution but shall exclude any continuing obligations the Corporation may have to you following the date of termination under this Agreement or any other agreement providing for obligations to survive your termination ofemployment. 

 

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5. Successors; Binding Agreement. 

(i) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially allof the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Unlessexpressly provided otherwise, “Corporation” as used herein shall mean the Corporation as defined in this Agreement and any successor to its business and/or assets as aforesaid. 

(ii) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with theterms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 

6. Notice. Forpurposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receiptrequested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Corporation shall be directed to the attention of its Secretary, or to such other address as eitherparty may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt. 

7. Confidentiality and Non-Solicitation Covenants. 

(i) Confidentiality. You hereby agreethat during the term of this Agreement and thereafter, you shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information(as defined below). You further agree that, upon termination of your employment with the Corporation, all Confidential Information in your possession that is in written or other tangible form (together with all copies or duplicates thereof,including computer files) shall be returned to the Corporation and shall not be retained by you or furnished to any third party, in any form except as provided herein; *provided, however*, that you shall not be obligated to treat asconfidential, or return to the Corporation copies of any Confidential Information that (a) was publicly known at the time of disclosure to you, (b) becomes publicly known or available thereafter other than by any means in violation of thisAgreement or any other duty owed to the Corporation by any person or entity, or (c) is lawfully disclosed to you by a third party. As used in this Agreement, the term “Confidential Information” means: information disclosed to you orknown by you as a consequence of or through your relationship with the Corporation about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of orrelating to customer lists, product lists, product road maps, technology specifications or other information related to the products and services of the Corporation and its affiliates. Nothing herein shall limit in any way any obligation you mayhave relating to Confidential Information under any other agreement with or promise to the Corporation. 

 

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(ii) Non-Solicitation. You hereby agree that, for the one (1) year period immediatelyfollowing the Date of Termination, you shall not, either on your own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm orcorporation, directly or indirectly solicit or attempt to solicit away from the Corporation any of its officers or employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of suchsolicitation or offer, is or was an officer or employee of the Corporation; *provided, however*, that a general advertisement to which an employee of the Corporation responds shall in no event be deemed to result in a breach of thisSection 7(ii). 

(iii) Survival; Reformation. The provisions of this Section 7 shall survive the termination or expirationof this Agreement and your employment with the Corporation and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 7 is excessive in duration or scope or is unreasonable or unenforceableunder the laws of any state or jurisdiction, it is the intention of the parties that such restriction may be modified or amended to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction. 

(iv) Equitable Relief. In the event that you shall breach or threaten to breach any of the provisions of this Section 7, in addition to andwithout limiting or waiving any other remedies available to the Corporation in law or in equity, the Corporation shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, torestrain such breach or threatened breach and to enforce the provisions of this Section 7. You acknowledge that it is impossible to measure in money the damages that the Corporation will sustain in the event that you breach or threaten tobreach the provisions of this Section 7 and, in the event that the Corporation shall institute any action or proceeding to enforce such provisions seeking injunctive relief, you hereby waive and agree not to assert and shall not use as adefense thereto the claim or defense that the Corporation has an adequate remedy at law. The foregoing shall not prejudice the right of the Corporation to require you to account for and pay over to the Corporation the amount of any actual damagesincurred by the Corporation as a result of such breach. 

8. Miscellaneous. No provision of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party heretoof or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements orrepresentations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to suchsections. Except as provided in Section 4(ii)(f) hereunder, any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Corporation under Section 4shall survive the expiration of the term of this Agreement. The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement. 

 

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9. Severability. The invalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 

10.Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. 

11. Arbitration; Dispute Resolution, Etc. 

(i) Arbitration Procedure. Except as set forth in Section 7(iv), any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relatingto this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration administered by JAMS/Endispute in San Jose, California in accordance with the then existingJAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, you and the Corporation shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel ofarbitrators. In the event you and the Corporation cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither you nor the Corporation nor the arbitrator shall disclose the existence, content, or results ofany arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (andthe law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motionto dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof.Judgment upon the award may be entered in any court having jurisdiction thereof. 

(ii) Compensation During Dispute, Etc. Yourcompensation during any disagreement, dispute, controversy, claim, suit, action or proceeding (collectively, a “Dispute”) arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows: 

If there is a termination of your employment with the Corporation followed by a Dispute as to whether you are entitled to the payments and otherbenefits provided under this Agreement, then, during the period of that Dispute the Corporation shall pay you fifty percent (50%) of the amounts specified in Section 4(ii)(b) hereof, and the Corporation shall provide you with the otherbenefits provided in Section 4(ii) of this Agreement, if, but only if, you agree in writing that if the Dispute is resolved against you, you shall promptly refund to the Corporation all payments you receive under Section 4(ii)(b) of thisAgreement plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly. If the Dispute is resolved in your favor, promptly after resolution of the Dispute the Corporation shall pay you all amounts which were withheldduring the period of the Dispute plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly. 

 

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(iii) Expenses, Legal Fees. The Corporation shall pay, or reimburse you for, all administrativefees and costs, and all arbitrator’s fees and expenses incurred by you in connection with any Dispute arising out of or related to this Agreement. The Corporation shall pay, or reimburse you for, all expenses and reasonable attorneys feesincurred by you in connection with any Dispute arising out of or relating to this Agreement or the interpretation thereof to which you are entitled by statute and with respect to which you prevail, and then in accordance with the terms of thearbitrator’s award. 

12. Section 409A. 

(a) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code and, accordingly, the benefits provided pursuant to this Agreement are intended to be paid notlater than the later of: (i) the fifteenth day of the third month following your first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Codeand any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “Short-Term Deferral Date.” 

(b) Notwithstanding anything to the contrary herein, in the event that any benefits provided pursuant to this Agreement are not actually or constructively received by you on or before the Short-Term Deferral Date, tothe extent such benefit constitutes a deferral of compensation subject to Code Section 409A, then: (i) subject to clause (ii), such benefit shall be paid upon your separation from service, with respect to the company and its affiliateswithin the meaning of Section 409A(a)(2)(B)(i) of the Code, with respect to the Company and its affiliates, such benefit shall be paid upon the date which is six months after the date of your “separation from service” (or, if earlier,the date of your death). 

13. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect ofthe subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, andany prior agreement of the parties hereto in respect of the subject matter contained herein, including, without limitation, any prior severance agreements, is hereby terminated and cancelled. Any of your rights hereunder shall be in addition to anyrights you may otherwise have under benefit plans or agreements of the Corporation (other than severance plans or agreements) to which you are a party or in which you are a participant, including, but not limited to, any Corporation sponsoredemployee benefit plans and stock options plans. For the avoidance of doubt, this Agreement will supersede any provisions contained in the Corporation’s stock option plan or otherwise that would impose a “cut-back” underSection 290G of the Code (but in no event shall his Agreement be construed or interpreted as providing any right to “gross-up” or similar tax reimbursement pay in respect of excise taxes payable as a result of Sections 280G or 4999 ofthe Code), it being understood and agreed that you may elect to reduce or eliminate any payment or benefit to which you are otherwise entitled in order to avoid imposition of any tax under Section 409A of the Code. The provisions of thisAgreement shall not in any way abrogate your rights 

 

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under such other plans and agreements. In addition this Agreement shall not limit in any way any obligation you may have under any other agreement with orpromise to the Corporation relating to employee confidentiality, proprietary rights in technology or the assignment of interests in any intellectual property. 

14. At-Will Employment. Nothing contained in this Agreement shall (i) confer upon you any right to continue in the employ of the Corporation, (ii) constitute any contract or agreement of employment,or (iii) interfere in any way with the at-will nature of your employment with the Corporation. 

If this letter sets forth ouragreement on the subject matter hereof, kindly sign and return to the Corporation the enclosed copy of this letter, which shall then constitute our agreement on this subject. 

 

Sincerely,

**TIVO INC.**

By:
 
 

Its:
 
Agreed and Accepted, 

this              day of                     ,200    . 

 

 
 
 

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