EX-4.7



 Exhibit 4.7 

TIVO CORPORATION 
 TITAN
EQUITY INCENTIVE AWARD PLAN 
 ARTICLE 1 

INTRODUCTION AND PLAN HISTORY 

The TiVo Corporation Titan Equity Incentive Plan (the “Plan”) amends, restates and renames the TiVo Inc. Amended and Restated
2008 Equity Incentive Award Plan (the “TiVo 2008 Plan”). However, this Plan as amended and restated hereby shall not govern the Assumed Awards and each Assumed Award shall instead be governed and administered in accordance with its
original terms, including the terms of the TiVo 2008 Plan or the TiVo, Inc. 1999 Equity Incentive Plan (the “TiVo 1999 Plan”, as applicable, under which the award was made, as modified by the Merger Agreement. 

The Plan is established to allow TiVo Corporation (formerly Titan Technologies, Inc.) (the “Company”) to use all unissued
shares of TiVo common stock, as converted into shares of Company common stock as provided in the Merger Agreement, reserved for issuance under the TiVo 2008 Plan as of the Effective Times. 

The purpose of the Plan is to promote the success and enhance the value of the Company by linking the personal interests of Eligible
Individuals to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in
its ability to motivate, attract, and retain the services of Eligible Individuals upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. 

ARTICLE 2 
 DEFINITIONS
AND CONSTRUCTION 
 Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context
clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 
 2.1 “Assumed
Awards” means any Option, Restricted Stock award or Restricted Stock Unit Award, granted under the TiVo 2008 Plan or the TiVo 1999 Plan prior to the Effective Times and that are outstanding immediately prior to the Effective Time and held
by either a Continuing Employee or Continuing Consultant, whether vested or unvested. 
 2.2 “Award” means an Option, a
Restricted Stock award, a Stock Appreciation Right award, a Performance Share award, a Dividend Equivalents award, a Restricted Stock Unit award, a Performance Stock Unit award, a Performance Bonus Award, or a Performance-Based Award granted to a
Participant pursuant to the Plan. 
 2.3 “Award Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award, including through electronic medium. 
 2.4 “Board” means the Board of Directors of the
Company. 
 2.5 “Cause” as such term relates to the termination of any person’s status as an employee or other service
provider of the Company, means the occurrence of one or more of the following: (i) such person is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement which has an immediate and
materially adverse effect on the Company or any Subsidiary, as determined by the Board in good faith in its sole discretion, (ii) such person engages in a fraudulent act 

  
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to the material damage or prejudice of the Company or any Subsidiary or in conduct or activities materially damaging to the property, business or reputation of the Company or any Subsidiary, all
as determined by the Board in good faith in its sole discretion, (iii) any material act or omission by such person involving malfeasance or negligence in the performance of such person’s duties to the Company or any Subsidiary to the
material detriment of the Company or any Subsidiary, as determined by the Board in good faith in its sole discretion, which has not been corrected by such person to the satisfaction of the Board within 30 days after written notice from the Company
of any such act or omission, (iv) failure by such person to comply in any material respect with the terms of his employment agreement, if any, or any written policies or directives of the Board as determined by the Board in good faith in its
sole discretion, which has not been corrected by such person to the satisfaction of the Board within 30 days after written notice from the Company of such failure, or (v) material breach by such person of any other agreement with the Company,
as determined by the Board in good faith in its sole discretion. 
 2.6 “Code” means the Internal Revenue Code of 1986, as
amended. 
 2.7 “Committee” means the committee of the Board described in Article 13. 

2.8 “Consultant” means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to the
Company or any Subsidiary; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the
Company’s securities; and (c) the consultant or adviser is a natural person. 
 2.9 “Continuing Consultant” means
an individual who is an employee of TiVo or its Subsidiaries as of April 28, 2016 and who remains an active consultant of TiVo, other than as a nonemployee Director, as of the Effective Times. 

2.10 “Continuing Employee” means employee of TiVo or its Subsidiaries as of the Effective Times. 

2.11 “Continuous Service” means that the Participant’s service with the Company or a Subsidiary, whether as an Employee,
Director or Consultant, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or a
Subsidiary as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a
change in status from an Employee of the Company to a Consultant of a Subsidiary or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party’s sole discretion,
may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. 

2.12 “Corporate Transaction” means: 

(a) a dissolution or liquidation of the Company; 

(b) a merger or consolidation in which the Company is not the surviving 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 granted under this Plan are
assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants); 
 (c) 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; 

  
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 (d) the sale of substantially all of the assets of the Company; or 

(e) 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). 
 2.13 “Covered Employee” means an Employee who is, or could be, a “covered
employee” within the meaning of Section 162(m) of the Code. 
 2.14 “Director” means a member of the Board, or as
applicable, a member of the board of directors of a Subsidiary. 
 2.15 “Disability” means the Participant’s inability
to perform his or her normal required services for the Company and its Subsidiaries for a period of six consecutive months by reason of the individual’s mental or physical disability, as determined by the Committee in good faith in its sole
discretion. 
 2.16 “Dividend Equivalents” means a right granted to a Participant pursuant to Section 8.3 to receive
the equivalent value (in cash or Stock) of dividends paid on Stock. 
 2.17 “Effective Date” shall have the meaning set
forth in Section 14.1. 
 2.18 “Effective Times” shall have the meaning provided in the Merger Agreement. 

2.19 “Eligible Individual” means any person who is an Employee, a Consultant or an Independent Director, as determined by the
Committee; provided that any individual who was an Employee, Consultant or Director of Rovi as of the Effective Times shall not be an Eligible Individual under this Plan. 

2.20 “Employee” means any officer or other employee (as defined in accordance with Section 3401(c) of the Code) of the
Company or any Subsidiary. 
 2.21 “Equity Restructuring” shall mean a nonreciprocal transaction between the company and
its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Stock (or other securities of the Company) or the share
price of Stock (or other securities) and causes a change in the per share value of the Stock underlying outstanding Awards. 
 2.22
“Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 2.23 “Expiration Date” shall have
the meaning set forth in Section 14.2. 
 2.24 “Fair Market Value” of the Stock on any given date under the Plan shall
be determined as follows: 
 (a) If the Stock is at the time listed on any established stock exchange, then the fair market value shall be
the closing selling price per share of the Stock as quoted on such exchange on the date of determination, or if there is no reported sale of the Stock on such exchange on the date of determination, then the fair market value shall be the closing
selling price on the exchange on the last preceding trading day on which sales of the Stock are reported as having occurred, as reported in The Wall Street Journal or such other source as the Committee deems reliable. 

  
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 (b) If the Stock is regularly quoted by a recognized securities dealer but selling prices are not
reported, the fair market value shall be the mean between the closing high bid and low asked prices for the Stock on the date of determination, or if no prices are quoted for such date, then the mean between the closing high bid and low asked prices
on the last, preceding trading day on which any bid and asked prices were quoted, as reported in The Wall Street Journal or such other source as the Committee deems reliable. 

(c) In the absence of an established market for the Stock, then the fair market value shall be determined by the Committee after taking into
account such factors as the Committee shall deem appropriate 
 2.25 “Incentive Stock Option” means an Option that is
intended to meet the requirements of Section 422 of the Code or any successor provision thereto. 
 2.26 “Independent
Director” means a Director of the Company who is not an Employee. 
 2.27 “Merger Agreement” means the Agreement
and Plan of Merger by and among Rovi, TiVo, the Company, Nova Acquisition Sub, Inc. and Titan Acquisition Sub, Inc., dated as of April 28, 2016. 

2.28 “Non-Employee Director” means a Director of the Company who qualifies as a “Non-Employee Director” as defined
in Rule 16b-3(b)(3) under the Exchange Act, or any successor rule. 
 2.29 “Nonstatutory Stock Option” means an Option that
is not intended to be an Incentive Stock Option. 
 2.30 “Option” means a right granted to a Participant pursuant to
Article 5 of the Plan to purchase a specified number of shares of Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. 

2.31 “Original Effective Date” has the meaning provided in Section 14.1. 

2.32 “Participant” means any Eligible Individual who, as a member of the Board, Consultant or Employee, has been granted an
Award pursuant to the Plan. 
 2.33 “Performance-Based Award” means an Award granted to selected Covered Employees that is
subject to the terms and conditions set forth in Article 9. All Performance-Based Awards are intended to qualify as Qualified Performance-Based Compensation. 

2.34 “Performance Bonus Award” has the meaning set forth in Section 8.4. 

2.35 “Performance Criteria” means the criteria that the Committee selects for purposes of establishing the Performance Goal
or Performance Goals for a Participant for a Performance Period. The Performance Criteria that will be used to establish Performance Goals are limited to the following: net earnings (either before or after interest, taxes, depreciation and
amortization), economic value-added, sales or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow return on capital, return on net
assets, return on stockholders’ equity, return on assets, return on capital, stockholder returns, return on sales, gross or net profit margin, productivity, expense, margins, operating efficiency, customer satisfaction, working capital,
earnings per share, price per share of Stock, market share, subscription gross additions, subscription net additions, cumulative subscriptions, churn rate, subscription acquisition cost and revenue per subscription, any of which may be measured
either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Committee shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such
Performance Period for such Participant. 

  
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 2.36 “Performance Goals” means, for a Performance Period, the goals established
in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company
performance or the performance of a division, business unit, or an individual. The Committee, in its discretion, may, within the time prescribed by Section 162(m) of the Code, adjust or modify the calculation of Performance Goals for such
Performance Period in order to prevent the dilution or enlargement of the rights of Participants (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development, or (b) in
recognition of, or in anticipation of, any other unusual or nonrecurring events affecting the Company, or the financial statements of the Company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting
principles, or business conditions. 
 2.37 “Performance Period” means the one or more periods of time, which may be of
varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance-Based Award.

 2.38 “Performance Share” means a Restricted Stock award granted to a Participant pursuant to Section 8.1, to
receive Stock, the vesting of which is contingent upon achieving certain Performance Goals or other performance-based targets established by the Committee. 

2.39 “Performance Stock Unit” means a Restricted Stock Unit award granted to a Participant pursuant to Section 8.2, the
payment of which is contingent upon achieving certain Performance Goals or other performance-based targets established by the Committee. 

2.40 “Plan” means this TiVo Corporation Titan Equity Incentive Award Plan, as it may be amended from time to time. 

2.41 “Qualified Performance-Based Compensation” means any compensation that is intended to qualify as “qualified
performance-based compensation” as described in Section 162(m)(4)(C) of the Code. 
 2.42 “Restricted Stock”
means Stock awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture. 

2.43 “Restricted Stock Unit” means an Award granted pursuant to Section 8.2. 

2.44 “Retirement” means an employee’s termination of employment with the Company and its Subsidiaries after attainment
of age 65 or attainment of age 55 and completion of 10 years of employment (including service with TiVo prior to the Effective Times). 

2.45 “Rovi” means Rovi Corporation, a Delaware corporation. 

2.46 “Securities Act” shall mean the Securities Act of 1933, as amended. 

2.47 “Stock” or “Common Stock” means the common stock of the Company and such other securities of the
Company that may be substituted for Stock pursuant to Article 12. 
 2.48 “Stock Appreciation Right” or
“SAR” means a right granted pursuant to Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the
SAR was granted as set forth in the applicable Award Agreement. 

  
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 2.49 “Subsidiary” means any “subsidiary corporation” as defined in
Section 424(f) of the Code and any applicable regulations promulgated thereunder or any other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. 

2.50 “TiVo” means TiVo, Inc., a Delaware corporation. 

ARTICLE 3 
 SHARES
SUBJECT TO THE PLAN 
 3.1 Number of Shares. 

(a) Subject to Article 12, the aggregate number of shares of Stock which may be issued or transferred pursuant to Awards under the Plan is
(i) 3,686,690 available shares under the TiVo 2008 Plan as of the Effective Times plus (ii) that number of shares that are subject to Assumed Awards granted under the TiVo 2008 Plan and the TiVo 1999 Plan which are outstanding as of the
Effective Times and thereafter terminate, expire, lapse or are forfeited for any reason and which following the termination, expiration, lapse or forfeiture of such awards the shares of Stock under such awards again become available for issuance
under the Plan as provided in Section 3.1(b) below; provided, that no more than 29,785,488 shares of Stock may be issued upon the exercise of Incentive Stock Options. The aggregate number of shares of Stock subject to Assumed Awards as of the
Effective Times was 1,124,033 accordingly, this represents the maximum number of shares in clause (ii) which may be returned to the Plan upon the termination, expiration, lapse or forfeiture of Assumed Awards. 

(b) To the extent that an Award or any portion thereof (including an Assumed Award) (i) terminates, expires, or lapses for any reason,
without all of the shares covered by such Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) any
shares of Stock subject to the Award shall again be available for the grant of an Award pursuant to the Plan. If any shares of Stock issued pursuant to an Award are forfeited back to or repurchased by the Company because of the failure to meet a
contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. To the extent permitted by applicable law or any
exchange rule, shares of Stock issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company or any Subsidiary shall not be counted against shares of Stock available for
grant pursuant to this Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this
Section 3.1(b), no shares of Common Stock may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code, and the following
shares of Stock shall not be added back to the shares authorized for grant under this Section 3.1(b): (i) shares of Stock tendered by the Participant or withheld by the Company in payment of the exercise price of an Option,
(ii) shares of Stock tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award, (iii) shares of Stock that were subject to a stock-settled Stock Appreciation Right and were
not issued upon the net settlement or net exercise of such Stock Appreciation Right, and (iv) any shares repurchased by the Company on the open market with the proceeds of an Option or Stock Appreciation Right exercise price. 

3.2 Stock Distributed. Any Stock distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Stock,
treasury Stock or Stock purchased on the open market. 
 3.3 Limitation on Number of Shares Subject to Awards. Notwithstanding any
provision in the Plan to the contrary, and subject to Article 12, the maximum number of shares of Stock with respect to one or more Awards of Options and Stock Appreciation Rights that may be granted to any one Participant during any calendar year
shall be 1,555,800 and the maximum amount that may be paid in cash during any calendar year with respect to any Performance-Based Award (including, without limitation, any Performance Bonus Award) shall be $5,000,000. 

  
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 ARTICLE 4 

ELIGIBILITY AND PARTICIPATION 

4.1 Eligibility. Each Eligible Individual may be eligible to be granted one or more Awards pursuant to the Plan. 

4.2 Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from among all Eligible
Individuals, those to whom Awards shall be granted and shall determine the nature and amount of each Award. No Eligible Individual shall have any right to be granted an Award pursuant to this Plan. 

4.3 Foreign Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other
countries in which the Company and its Subsidiaries operate or have Eligible Individuals, the Committee, in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan;
(ii) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with
applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to this Plan as
appendices); provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Sections 3.1 and 3.3 of the Plan; and (v) take any action, before or after an Award is made, that it deems
advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the
Exchange Act, the Code, any securities law or governing statute or any other applicable law. 
 ARTICLE 5 

STOCK OPTIONS 
 5.1
General. The Committee is authorized to grant Options to Eligible Individuals on the following terms and conditions: 
 (a)
Exercise Price. The exercise price per share of Stock subject to an Option shall be determined by the Committee and set forth in the Award Agreement; provided, that the exercise price for any Option shall not be less than 100% of the
Fair Market Value of a share of Stock on the date of grant. 
 (b) Time and Conditions of Exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part; provided that the term of any Option granted under the Plan shall not exceed seven years. The Committee shall also determine the performance or other conditions, if any,
that must be satisfied before all or part of an Option may be exercised. Except as limited by the requirements of Section 409A of the Code or Section 422 of the Code and the regulations and rulings thereunder, the Committee may extend the
term of any outstanding Option, and may extend the time during which vested Options may be exercised, in connection with any termination of Continuous Service of the Participant, and may amend any other term or condition of such Option relating to
such a termination of Continuous Service. 
 (c) Payment. The Committee shall determine the methods by which the exercise price of an
Option may be paid, the form of payment, including, without limitation: (i) cash, (ii) shares of Stock held for such period of time as may be required by the Committee in order to avoid adverse


  
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accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof, or (iii) other property
acceptable to the Committee (including through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been
directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company upon settlement of such sale). The Committee shall
also determine the methods by which shares of Stock shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant shall be permitted to pay the exercise price of an
Option, or continue any extension of credit with respect to the exercise price of an Option with a loan from the Company or a loan arranged by the Company. 

(d) Evidence of Grant. All Options shall be evidenced by an Award Agreement between the Company and the Participant. The Award Agreement
shall include such additional provisions as may be specified by the Committee. 
 5.2 Incentive Stock Options. Incentive Stock
Options shall be granted only to Employees and the terms of any Incentive Stock Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the provisions of this Section 5.2. 

(a) Expiration. Subject to Section 5.2(c), an Incentive Stock Option shall expire and may not be exercised to any extent by anyone
after the first to occur of the following events: 
 (i) Seven years from the date it is granted, unless an earlier time is set in the Award
Agreement; 
 (ii) Three months after the Participant’s termination of employment as an Employee; and 

(iii) One year after the date of the Participant’s termination of employment or service on account of Disability or death. Upon the
Participant’s Disability or death, any Incentive Stock Options exercisable at the Participant’s Disability or death may be exercised by the Participant’s legal representative or representatives, by the person or persons entitled to do
so pursuant to the Participant’s last will and testament, or, if the Participant fails to make testamentary disposition of such Incentive Stock Option or dies intestate, by the person or persons entitled to receive the Incentive Stock Option
pursuant to the applicable laws of descent and distribution. 
 (b) Dollar Limitation. The aggregate Fair Market Value (determined as
of the time the Option is granted) of all shares of Stock with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000 or such other limitation as imposed by Section 422(d) of
the Code, or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Nonstatutory Stock Options. 

(c) Ten Percent Owners. An Incentive Stock Option shall be granted to any individual who, at the date of grant, owns stock possessing
more than ten percent of the total combined voting power of all classes of Stock of the Company only if such Option is granted at a price that is not less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant. 
 (d) Notice of Disposition. The Participant shall give the Company prompt notice of any
disposition of shares of Stock acquired by exercise of an Incentive Stock Option within (i) two years from the date of grant of such Incentive Stock Option or (ii) one year after the transfer of such shares of Stock to the Participant.


  
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 (e) Right to Exercise. During a Participant’s lifetime, an Incentive Stock Option may
be exercised only by the Participant. 
 (f) Failure to Meet Requirements. Any Option (or portion thereof) purported to be an
Incentive Stock Option, which, for any reason, fails to meet the requirements of Section 422 of the Code shall be considered a Nonstatutory Stock Option. 

ARTICLE 6 
 RESTRICTED
STOCK AWARDS 
 6.1 Grant of Restricted Stock. The Committee is authorized to make Awards of Restricted Stock to any Eligible
Individual selected by the Committee in such amounts and subject to such terms and conditions as determined by the Committee. All Awards of Restricted Stock shall be evidenced by an Award Agreement. 

6.2 Issuance and Restrictions. Subject to Section 11.6, Restricted Stock shall be subject to such restrictions on transferability
and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in
combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. 

6.3 Forfeiture. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon
termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited; provided, however, that, except as otherwise provided by Section 11.6, the
Committee may (a) provide in any Restricted Stock Award Agreement that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of terminations resulting from specified causes, and
(b) in other cases waive in whole or in part restrictions or forfeiture conditions relating to Restricted Stock. 
 6.4
Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing shares of Restricted Stock are registered in the name of the
Participant, certificates must bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, at its discretion, retain physical possession of the certificate until such time
as all applicable restrictions lapse. 
 ARTICLE 7 

STOCK APPRECIATION RIGHTS 

7.1 Grant of Stock Appreciation Rights. 

(a) A Stock Appreciation Right may be granted to any Eligible Individual selected by the Committee. The exercise price per share of Stock
subject to each Stock Appreciation Right shall be set by the Committee, but shall not be less than 100% of the per share Fair Market Value on the date the Stock Appreciation Right is granted. The term of each Stock Appreciation Right shall be no
more than seven years from the date of grant thereof. A Stock Appreciation Right shall be subject to such other terms and conditions not inconsistent with the Plan as the Committee shall impose and shall be evidenced by an Award Agreement. 

(b) A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to
the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the 

  
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Company an amount equal to the product of (i) the excess of (A) the Fair Market Value of the Stock on the date the Stock Appreciation Right is exercised over (B) the Fair Market
Value of the Stock on the date the Stock Appreciation Right was granted and (ii) the number of shares of Stock with respect to which the Stock Appreciation Right is exercised, subject to any limitations the Committee may impose. 

7.2 Payment and Limitations on Exercise. 

(a) Subject to Section 7.2(b) payment of the amounts determined under Section 7.1(b) above shall be in cash, in Stock (based on its
Fair Market Value as of the date the Stock Appreciation Right is exercised) or a combination of both, as determined by the Committee in the Award Agreement. 

(b) To the extent any payment under Section 7.1(b) is effected in Stock, it shall be made subject to satisfaction of all provisions of
Article 5 above pertaining to Options. 
 ARTICLE 8 

OTHER TYPES OF AWARDS 
 8.1
Performance Share Awards. Any Eligible Individual selected by the Committee may be granted one or more Performance Share awards which shall be denominated in a number of shares of Stock and the vesting of which may be linked to any one or
more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. In making such determinations, the
Committee shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Participant. Performance Share Awards will also be subject
to the terms and conditions contained in Article 6. 
 8.2 Restricted Stock Units and Performance Stock Units. 

(a) The Committee is authorized to make Awards of Restricted Stock Units to any Eligible Individual selected by the Committee in such amounts
and subject to such terms and conditions as determined by the Committee. At the time of grant, the Committee shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such
conditions to vesting as it deems appropriate subject to Section 11.6. At the time of grant, the Committee shall specify the maturity date applicable to each grant of Restricted Stock Units which shall be no earlier than the vesting date or
dates of the Award and may be determined at the election of the grantee; provided, that such dates and such election shall be subject to compliance with Section 409A of the Code. On the maturity date, the Company shall, subject to
Section 11.5(b), transfer to the Participant one unrestricted, fully transferable share of Stock for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited. 

(b) Any Eligible Individual selected by the Committee may be granted Performance Stock Units, the settlement of which may be linked to any one
or more of the Performance Criteria or other specific performance criteria determined appropriate by the Committee, in each case on a specified date or dates or over any period or periods determined by the Committee. In making such determinations,
the Committee shall consider (among such other factors as it deems relevant in light of the specific type of award) the contributions, responsibilities and other compensation of the particular Participant. 

8.3 Dividend Equivalents. Any Eligible Individual selected by the Committee may be granted Dividend Equivalents based on the dividends
declared on the shares of Stock that are subject to any Award other than an Option or Stock Appreciation Right, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award vests or
expires, as determined by the Committee. Such Dividend Equivalents shall be converted to cash or additional shares of Stock by such formula and at such time and subject to such limitations as may be determined by the


  
 10. 








 
Committee. Any Dividend Equivalents provided with respect to Awards that are subject to the attainment of specified performance goals will be subject to the same terms, conditions and risk of
forfeiture as the underlying Awards. For the avoidance of doubt, Dividend Equivalents shall not be granted with respect to Options or Stock Appreciation Rights. 

8.4 Performance Bonus Awards. Any Eligible Individual selected by the Committee may be granted one or more Performance-Based Awards in
the form of a cash bonus (a “Performance Bonus Award”) payable upon the attainment of Performance Goals that are established by the Committee and relate to one or more of the Performance Criteria, in each case on a specified date or
dates or over any period or periods determined by the Committee subject to Section 11.6. Any such Performance Bonus Award paid to a Covered Employee shall be based upon objectively determinable bonus formulas established in accordance with
Article 9. 
 8.5 Term. Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units,
Dividend Equivalents, or Restricted Stock Units shall be set by the Committee in its discretion. 
 8.6 Purchase Price. The Committee
may establish the purchase price, if any, of any Award of Performance Shares, Performance Stock Units, Restricted Shares or Restricted Stock Units. 

8.7 Form of Payment. Payments with respect to any Awards granted under this Article 8 shall be made in cash, in Stock or a combination
of both, as determined by the Committee. 
 8.8 Award Agreement. All Awards under this Article 8 shall be subject to such additional
terms and conditions as determined by the Committee and shall be evidenced by an Award Agreement. 
 ARTICLE 9 

PERFORMANCE-BASED AWARDS 

9.1 Purpose. The purpose of this Article 9 is to provide the Committee the ability to qualify Awards other than Options and SARs
and that are granted pursuant to Article 6 and Article 8 as Qualified Performance-Based Compensation. If the Committee, in its discretion, decides to grant a Performance-Based Award to a Covered Employee, the provisions of this Article 9 shall
control over any contrary provision contained in Article 6 and Article 8; provided, however, that the Committee may in its discretion grant Awards to Covered Employees that are based on Performance Criteria or Performance Goals but that do
not satisfy the requirements of this Article 9. 
 9.2 Applicability. This Article 9 shall apply only to those Covered
Employees selected by the Committee to receive Performance-Based Awards. The designation of a Covered Employee as a Participant for a Performance Period shall not in any manner entitle the Participant to receive an Award for the period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance Period shall not require designation of such Covered Employee as a Participant in any subsequent Performance Period and designation of one Covered Employee as a
Participant shall not require designation of any other Covered Employees as a Participant in such period or in any other period. 
 9.3
Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Award granted under Article 6
and Article 8 which may be granted to one or more Covered Employees, no later than ninety (90) days following the commencement of any fiscal year in question or any other designated fiscal period or period of service (or such other time as may
be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (a) designate one or more Covered Employees, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the
Performance Goals, and amounts of such Awards, as applicable, which may be earned 

  
 11. 








 
for such Performance Period, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each
Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the
amount earned by a Covered Employee, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to
the assessment of individual or corporate performance for the Performance Period. 
 9.4 Payment of Performance-Based Awards. Unless
otherwise provided in the applicable Award Agreement, a Participant must be employed by the Company or a Subsidiary on the day a Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a Participant shall be
eligible to receive payment pursuant to a Performance-Based Award for a Performance Period only if the Performance Goals for such period are achieved. In determining the amount earned under a Performance-Based Award, the Committee may reduce or
eliminate the amount of the Performance-Based Award earned for the Performance Period, if in its sole and absolute discretion, such reduction or elimination is appropriate. 

9.5 Additional Limitations. Notwithstanding any other provision of the Plan, any Award which is granted to a Covered Employee and is
intended to constitute Qualified Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings
issued thereunder that are requirements for qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to conform to such
requirements. 
 ARTICLE 10 

INDEPENDENT DIRECTOR AWARDS 

The Committee may grant Awards to Independent Directors that are Eligible Individuals, subject to the limitations of the Plan, subject to the
limitation on the aggregate value of compensation paid or granted to an Independent Director with respect to any fiscal year provided in Section 3(e) of the Rovi Corporation 2008 Equity Incentive Plan. For the avoidance of doubt, Awards granted
to Independent Directors shall also be subject to all of the limitations set forth in the Plan. 
 ARTICLE 11 

PROVISIONS APPLICABLE TO AWARDS 

11.1 Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the discretion of the Committee, be granted either
alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other
Awards. 
 11.2 Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set forth the terms, conditions
and limitations for each Award which may include the term of an Award, the provisions applicable in the event the Participant’s employment or service terminates, and the Company’s authority to unilaterally or bilaterally amend, modify,
suspend, cancel or rescind an Award. 
 11.3 Limits on Transfer. No right or interest of a Participant in any Award may be pledged,
encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or a Subsidiary. Except as
otherwise provided by the Committee, no Award shall be assigned, transferred, or otherwise disposed of by a Participant other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved from time
to time by the 

  
 12. 








 
Committee (or the Board in the case of Awards granted to Independent Directors). The Committee by express provision in the Award or an amendment thereto may permit an Award (other than an
Incentive Stock Option) to be transferred to, exercised by and paid to certain persons or entities related to the Participant, including but not limited to members of the Participant’s family, charitable institutions, or trusts or other
entities whose beneficiaries or beneficial owners are members of the Participant’s family and/or charitable institutions, or to such other persons or entities as may be expressly approved by the Committee, pursuant to such conditions and
procedures as the Committee may establish. Any permitted transfer shall be subject to the condition that the Committee receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes (or to a “blind
trust” in connection with the Participant’s termination of employment or service with the Company or a Subsidiary to assume a position with a governmental, charitable, educational or similar non-profit institution) and on a basis
consistent with the Company’s lawful issue of securities. Notwithstanding anything herein to the contrary, no Award may be transferred by a Participant to a third-party for consideration absent stockholder approval. 

11.4 Beneficiaries. Notwithstanding Section 11.3, a Participant may, in the manner determined by the Committee, designate a
beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to
the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Committee. 

11.5 Stock Certificates; Book Entry Procedures. 

(a) Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing shares
of Stock pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations of governmental authorities
and, if applicable, the requirements of any exchange on which the shares of Stock are listed or traded. All Stock certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Committee deems
necessary or advisable to comply with federal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference restrictions applicable to the Stock. In addition to the terms and conditions provided herein, the Board may require that a Participant make such reasonable covenants,
agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements. The Committee shall have the right to require any Participant to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Committee. 

(b) Notwithstanding any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, rule or
regulation, the Company shall not deliver to any Participant certificates evidencing shares of Stock issued in connection with any Award and instead such shares of Stock shall be recorded in the books of the Company (or, as applicable, its transfer
agent or stock plan administrator). 
 11.6 Vesting and Acceleration Terms. Following the grant of an Award, the Committee, in its
discretion and on whatever terms and conditions it selects, may provide that the period during which an Award vests or becomes exercisable will accelerate, in whole or in part, in connection with a change in ownership or control of the Company or a
holder’s termination of Continuous Service by reason of the holder’s Retirement, death or Disability. Nothing in this Section 11.6 shall be construed to limit or restrict the Committee’s authority to establish the terms of an
Award at the time of grant, including the events or conditions upon which the vesting or exercisability of an Award may accelerate. 

  
 13. 








 11.7 Paperless Administration. In the event that the Company establishes, for itself or
using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of
Awards by a Participant may be permitted through the use of such an automated system. 
 ARTICLE 12 

CHANGES IN CAPITAL STRUCTURE 

12.1 Adjustments; Corporate Transaction; Equity Restructuring. 

(a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other
than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Stock or the share price of the Stock other than an Equity Restructuring, the Committee shall make such equitable adjustments, if any, as the
Committee in its discretion may deem appropriate to reflect such change with respect to (a) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1
and 3.3); (b) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards
under the Plan. Any adjustment affecting an Award intended as Qualified Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code. 

(b) In the event of any Corporate Transaction, the Committee, in its sole and absolute discretion, and on such terms and conditions as it
deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the
following actions: 
 (i) To provide for termination of any such Award in exchange for an amount of cash, if any, equal to the amount that
would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the Corporate Transaction; provided that if the Committee determines
that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment); 

(ii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be
substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; 

(iii) To provide that such Award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding
anything to the contrary in the Plan or the applicable Award Agreement; and 
 (iv) Upon written notice to the Participants, to provide that
all unexercised Options and Stock Appreciation Rights will terminate immediately prior to the consummation of such transaction unless exercised by the Participant within a specified period following the date of such notice; 

(v) To provide that the Award cannot vest, be exercised or become payable after such event. 

(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 12.1(a) and
12.1(b): 

  
 14. 








 (i) The number and type of securities subject to each outstanding Award and the exercise price
or grant price thereof, if applicable, will be equitably adjusted. The adjustments provided under this Section 12.1(c)(i) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company. 

(ii) The Committee shall make such equitable adjustments, if any, as the Committee in its discretion may deem appropriate to reflect such
Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Sections 3.1 and 3.3). 

12.2 Substitute Awards. The Committee may grant Awards under the Plan in substitution for stock and stock based awards held by
employees or service providers of another corporation who become employees or service providers of the Company or a Subsidiary as the result of a merger or consolidation of the employing corporation with the Company or a Subsidiary or the
acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

 12.3 Qualified Performance-Based Compensation. With respect to Awards which are granted to Covered Employees and are intended to
qualify as Qualified Performance-Based Compensation, no adjustment or action described in Section 12.1 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award to fail to so
qualify as Qualified Performance-Based Compensation, unless the Committee determines that the Award should not so qualify. 
 12.4
Section 409A. No action shall be taken under Section 12.1 which shall cause an Award to fail to comply with Section 409A of the Code or the Treasury Regulations thereunder, to the extent applicable to such Award. 

12.5 No Other Rights. Except as expressly provided in the Plan, no Participant shall have any rights by reason of any subdivision or
consolidation of shares of stock of any class, the payment of any dividend, any increase or decrease in the number of shares of stock of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan or pursuant to action of the Committee under the Plan, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Stock subject to an Award or the grant or exercise price of any Award. 

12.6 Restrictions on Exercise. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger,
consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Stock or the share price of the Stock including any Equity Restructuring, for reasons of
administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of any such transaction. 

ARTICLE 13 

ADMINISTRATION 
 13.1
Committee. Unless and until the Board delegates administration of the Plan to a Committee as set forth below, the Plan shall be administered by the full Board, and for such purposes the term “Committee” as used in this Plan
shall be deemed to refer to the Board. The Board, at its discretion or as otherwise necessary to comply with the requirements of Section 162(m) of the Code, Rule 16b-3 promulgated under the Exchange
Act or to the extent required by any other applicable rule or regulation, may delegate administration of the Plan to a Committee consisting of two or more members of the Board. Unless otherwise determined by the Board, the Committee shall consist
solely of two or more members of 

  
 15. 








 
the Board each of whom is an “outside director,” within the meaning of Section 162(m) of the Code, a Non-Employee Director and an “independent director” under the
rules of the Nasdaq Stock Market (or other principal securities market on which shares of Stock are traded); provided that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of
such action are later determined not to have satisfied the requirements for membership set forth in this Section 13.1 or otherwise provided in any charter of the Committee. Notwithstanding the foregoing: (a) the full Board, acting by a
majority of its independent members in office, shall conduct the general administration of the Plan with respect to all Awards granted to Independent Directors and for purposes of such Awards the term “Committee” as used in this Plan shall
be deemed to refer to the independent members of the Board and (b) the Committee may delegate its authority hereunder to the extent permitted by Section 13.5. In its sole discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be
determined in the sole discretion of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment; Committee members may resign at any time by
delivering written notice to the Board; and vacancies in the Committee may only be filled by the Board. 
 13.2 Action by the
Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and
acts approved in writing by a majority of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that
member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the
administration of the Plan. 
 13.3 Authority of Committee. Subject to any specific designation in the Plan, the Committee has the
exclusive power, authority and discretion to: 
 (a) Designate Participants to receive Awards; 

(b) Determine the type or types of Awards to be granted to each Participant; 

(c) Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate; 

(d) Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price,
grant price, or purchase price, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines; provided, however, that the Committee shall not have the authority to accelerate the vesting or
waive the forfeiture of any Performance-Based Awards except as otherwise provided in the Plan; 
 (e) Determine whether, to what
extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered; 

(f) Prescribe the form of each Award Agreement, which need not be identical for each Participant; 

(g) Decide all other matters that must be determined in connection with an Award; 

  
 16. 








 (h) Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable
to administer the Plan; 
 (i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and 

(j) Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to
administer the Plan. 
 13.4 Decisions Binding. The Committee’s interpretation of the Plan, any Awards granted pursuant to the
Plan, any Award Agreement and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. 

13.5 Delegation of Authority. To the extent permitted by applicable law, the Board may from time to time delegate to a committee of one
or more members of the Board or one or more officers of the Company the authority to grant or amend Awards to Participants other than (a) Employees who are subject to Section 16 of the Exchange Act, (b) Covered Employees, or
(c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder. Any delegation hereunder shall be subject to the restrictions and limits that the Board specifies at the time of such
delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 13.5 shall serve in such capacity at the pleasure of the Board. 

ARTICLE 14 
 EFFECTIVE
AND EXPIRATION DATE 
 14.1 Effective Date. The TiVo 2008 Plan was first effective as of the date first approved by the
Company’s stockholders on August 6, 2008 (the “Original Effective Date”). The Plan shall become effective upon the Effective Times (the “Effective Date”). 

14.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after August 6, 2018 (the
“Expiration Date”). Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan and the applicable Award Agreement. 

ARTICLE 15 
 AMENDMENT,
MODIFICATION, AND TERMINATION 
 15.1 Amendment, Modification, and Termination. Subject to Section 16.14, with the approval
of the Board, at any time and from time to time, the Committee may terminate, amend or modify the Plan; provided, however, that (a) to the extent necessary and desirable to comply with any applicable law, regulation, or stock exchange
rule, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required, and (b) stockholder approval shall be required for any amendment to the Plan that (i) increases the number of
shares available under the Plan (other than any adjustment as provided by Article 12), (ii) permits the Committee to grant Options with an exercise price that is below Fair Market Value on the date of grant, or (iii) permits the Committee
to extend the exercise period for an Option or Stock Appreciation Right beyond seven years from the date of grant. Notwithstanding any provision in this Plan to the contrary, absent approval of the stockholders of the Company, no Option or Stock
Appreciation Right may be amended to reduce the per share exercise price of the shares subject to such Option or Stock Appreciation Right below the per share exercise price as of the date the Option or Stock Appreciation Right is granted and, except
as permitted by Article 12, no Option or Stock Appreciation Right may be granted in exchange for, or in connection with, the cancellation or surrender of an Option, Stock Appreciation Right or other Award. Further notwithstanding any provision in
this Plan to the contrary, except as permitted by Article 12, absent the approval of the stockholders of the Company, the Committee shall not offer to buyout for a payment in cash, an Option or Stock Appreciation Right previously granted. 

  
 17. 








 15.2 Awards Previously Granted. Except with respect to amendments made pursuant to
Section 16.14, no termination, amendment, or modification of the Plan shall adversely affect in any material way any Award previously granted pursuant to the Plan without the prior written consent of the Participant. 

ARTICLE 16 
 GENERAL
PROVISIONS 
 16.1 No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award
pursuant to the Plan, and neither the Company nor the Committee is obligated to treat Eligible Individuals, Participants or any other persons uniformly. 

16.2 No Stockholders Rights. Except as otherwise provided herein, a Participant shall have none of the rights of a stockholder with
respect to shares of Stock covered by any Award until the Participant becomes the record owner of such shares of Stock. 
 16.3
Withholding. The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the
Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoing
requirement allow a Participant to elect to have the Company withhold shares of Stock otherwise issuable under an Award (or allow the return of shares of Stock) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding
any other provision of the Plan, the number of shares of Stock which may be withheld with respect to the issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award within six months (or such
other period as may be determined by the Committee) after such shares of Stock were acquired by the Participant from the Company) in order to satisfy the Participant’s federal, state, local and foreign income and payroll tax liabilities with
respect to the issuance, vesting, exercise or payment of the Award shall be limited to the number of shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. 

16.4 No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right
of the Company or any Subsidiary to terminate any Participant’s employment or services at any time, nor confer upon any Participant any right to continue in the employ or service of the Company or any Subsidiary. 

16.5 Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary. 

16.6 Indemnification. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be
indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may
be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him
or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them
or hold them harmless. 

  
 18. 








 16.7 Relationship to other Benefits. No payment pursuant to the Plan shall be taken into
account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except to the extent otherwise expressly provided in writing in such
other plan or an agreement thereunder. 
 16.8 Expenses. The expenses of administering the Plan shall be borne by the Company and its
Subsidiaries. 
 16.9 Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only
and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 
 16.10 Fractional
Shares. No fractional shares of Stock shall be issued and the Committee shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding up or down as
appropriate. 
 16.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the Plan,
and any Award granted or awarded to any Participant who is then subject to Section 16 of the Exchange Act, shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act
(including any amendment to Rule 16b-3 under the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 
 16.12 Government and
Other Regulations. The obligation of the Company to make payment of awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by government agencies as may be required. The Company shall
be under no obligation to register pursuant to the Securities Act, as amended, any of the shares of Stock paid pursuant to the Plan. If the shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the
Securities Act, as amended, the Company may restrict the transfer of such shares in such manner as it deems advisable to ensure the availability of any such exemption. 

16.13 Governing Law. The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of
Delaware. 
 16.14 Section 409A. To the extent that the Committee determines that any Award granted under the Plan is subject to
Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance
with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.
Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Committee determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including
such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and
procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits
provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. 

  
 19.