**EXHIBIT 10.1**

**[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). 

[TO BE INCLUDED FOR EMPLOYEES ALREADY PARTY TO A CIC AGREEMENT. Upon the Effective Date (as defined below), thisAgreement shall supersede in its entirety that certain Change of Control Terms and Conditions agreement entered into between you and the Corporation on                 (the “Prior Agreement”) which shall terminate and be of no further effect as of the Effective Date. You understand and agree that uponthe Effective Date, the Corporation shall have no liability, and you shall have no rights to any payments whatsoever, under the Prior Agreement.] 

1. Term of Agreement. This Agreement shall commence on                     , 200     (the“Effective Date”) and shall 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 intheir entirety. 

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

(i) a dissolution or liquidation of theCorporation; 

(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 thatresults in the ownership by such corporation and/or its subsidiaries of eighty percent (80%) or more of the combined voting power of all classes of the voting stock of the Corporation entitled to vote; 

(iv) a merger or consolidation involving the Corporation in which the Corporation is notthe surviving corporation or a merger or consolidation of a subsidiary of the Corporation and in which, in either case, beneficial ownership of securities of the Corporation representing at least fifty percent (50%) of the combined voting powerentitled to vote in the election of members of the Board (“Directors”) has changed; 

(v) a reverse merger in whichthe Corporation is the surviving corporation but the shares of the Corporation’s Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash orotherwise, and in which beneficial ownership of securities of 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 Securities Exchange Act of1934, as amended (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 bythe Corporation) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Corporation representing at least fifty percent (50%) of the combined votingpower entitled to vote in the election of Directors; or 

(vii) for any reason during any period of two (2) consecutiveyears (not including any period prior to the Effective Date) a majority of the Board is constituted by individuals other than (1) individuals who were directors immediately prior to the beginning of such period, and (2) new directors whoseelection 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 thebeginning of the period or whose election or nomination for election was previously so approved. 

3. Termination in Anticipation of orFollowing Change in Control. 

(i) General. If a Change in Control shall have occurred during the term of thisAgreement, you shall be entitled to the benefits provided in Section 4(ii) if your employment is terminated within the thirteen (13) month period immediately following the date of such Change in Control (a) by the Corporation otherthan for Cause or Disability (each as defined below), or (b) by you for Good Reason (as defined below), provided that the termination of your employment constitutes a “separation from service” within the meaning of Section 409Aof the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder, including Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”); a termination of your employmentunder 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 commencing on the publicannouncement 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 Good Reason, and ifsuch 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 you shall be deemed tohave 

 

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incurred a Payment Termination immediately after the actual occurrence of the Change in Control if the Change in Control constitutes a change in theownership or effective control of the Corporation or a change in the ownership of a substantial portion of the assets of the Corporation, as described in Treasury Regulation Section 1.409A-3(i)(5); provided, however that nothing herein shallextend the period within which any option to purchase the Corporation’s capital stock that you hold may be exercised following your termination of employment in such a manner as to result in adverse tax consequences to you underSection 409A of the Code. Except as described 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 benefitshereunder. 

(ii) Death or Disability. Your employment with the Corporation shall terminate automatically upon yourdeath. The Corporation may terminate your employment for Disability, but only if that Disability continues through the Date of Termination (as hereinafter defined). For purposes of this Agreement, “Disability” shall mean your absence fromthe 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 your employment for Cause. For purposes of this Agreement, “Cause” shall mean (a) your willful and continued failure to substantially perform yourduties with the Corporation (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 (as defined below) 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, (b) your willful andcontinued failure to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your incapacity due to physical or mental illness or anysuch 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 theBoard believes that you have not substantially performed your duties, (c) your willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Corporation, or (d) your conviction of, or entryby you of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes 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 circumstancesconstituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination: 

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

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

 

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(c) the relocation of the Corporation’s offices at which you are principallyemployed immediately prior to the date of the Change in Control 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 anyportion of an installment 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; 

(e) the Corporation’s failure to continue in effect compensation and benefit plans which provide you with benefits which are no lessfavorable 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’s compensation and benefit plans andpractices immediately prior to the Change in Control; 

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

(g) anypurported 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 thantermination due to your 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 ofTermination” 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 ofyour employment under the provision so indicated. 

(vi) Date of Termination. For purposes of this Agreement,“Date of Termination” shall mean (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 returned to 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 theNotice of Termination (which, in the case of a 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 shallnot be less than fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given). 

 

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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 youother than for Good 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 anycompensation plan 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. 

(ii) If you incur a Payment Termination, then, subject to Section 4(v), in lieu of any severance benefits to which you may otherwisebe 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 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 compensationplan or practice of the Corporation at the time such payments are due; 

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

(A) fiftypercent (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 greater of (x) your targeted annual bonus for the year in which the Date ofTermination 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 the Corporation’s capital stock that you then hold and/or the restrictions withrespect to fifty percent (50%) of the restricted shares or other equity awards relating to the Corporation’s capital stock that you then hold shall immediately lapse; provided, however that with regard to stock options, restricted sharesor other equity awards relating to the Corporation’s capital stock held by you that contain provisions making the vesting of, or lapse of restrictions 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 vestedduring 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 the Payment Termination and ending on the earlier of (i) the date which is six (6) full months following the date of the Payment Termination or (ii) the firstday 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 same medical benefits coverage to which you would have beenentitled 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 to be so 

 

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covered, the Corporation shall provide you with substantially equivalent coverage through other sources. At the termination of the benefits coverage underthe first sentence of this Section 4(ii)(d), you and your 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, andunder any other applicable law, to the extent required by (or applicable pursuant to) such laws, as if you had terminated employment with the Corporation on the date such benefits coverage terminates; and 

(e) the Corporation shall furnish you for six (6) years following the date of the Payment Termination with directors’ andofficers’ liability insurance insuring you against insurable events which occur or have occurred while you were a director or officer of the Corporation, such insurance to have policy limits aggregating not less than the amount in effectimmediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers and directors of theCorporation in force from time to time, *provided, however*, that such terms, conditions and exceptions shall not be, in the aggregate, materially less favorable to you than those in effect on the date hereof; *provided, further*, that ifthe aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty percent (150%) of the per annum rate of premium currently paid by the Corporation for such insurance, then the Corporation shallprovide 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 payment provided for in Section (b) shall be made on the sixtieth(60th) day following the date of the Payment Termination. 

(iv) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment orotherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset againstany amounts (other than loans or advances to you by the Corporation) claimed to be owed by you to the Corporation, or otherwise. 

(v) As a condition to your receipt of any benefits described in Section 4(ii) hereof (other than the benefits described in Section 4(ii)(a)), you shall be required to execute a release of all claims arising out of your employmentor the termination thereof, in a form reasonably acceptable to the Corporation (the “Release”), no later than fifty (50) days following the date of your Payment Termination and you must not revoke the Release during any periodpermitted under applicable law. Such Release shall specifically relate to all of your rights and claims in existence at the time of such execution but shall exclude any continuing obligations the Corporation may have to you following the date oftermination under this Agreement or any other agreement providing for obligations to survive your termination of employment. 

5.Successors; Binding Agreement. 

(i) The Corporation shall require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same 

 

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manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Unless expressly providedotherwise, “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 inaccordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate. 

6. Notice. For purposes 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 orregistered mail, return receipt requested, 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 tosuch other address as either party 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 agree that during the term of this Agreement and thereafter, you shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association orother 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 writtenor 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 as confidential, or return to the Corporation copies of any Confidential Information that (a) was publicly known at the time of disclosure to you, (b) becomes publiclyknown or available thereafter other than by any means in violation of this Agreement 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 or known 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 or relating to customer lists, product lists, product road maps, technology specifications or other information related to the products and services of the Corporation and itsaffiliates. Nothing herein shall limit in any way any obligation you may have relating to Confidential Information under any other agreement with or promise to the Corporation. 

(ii) Non-Solicitation. You hereby agree that, for the one (1) year period immediately following the Date of Termination, youshall 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 or corporation, directly or indirectlysolicit or attempt to solicit away from the Corporation any of its officers or employees or offer 

 

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employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer oremployee 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 this Section 7(ii). 

(iii) Survival; Reformation. The provisions of this Section 7 shall survive the termination or expiration of this Agreementand 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 unenforceable under the laws ofany 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, inaddition to and without 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 suchrelief, to restrain 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 orthreaten to breach 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 useas a defense 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 actualdamages incurred by the Corporation as a result of such breach. 

8. Miscellaneous. No provision of this Agreement may be modified,waived or discharged 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 otherparty hereto of 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. Noagreements or representations, 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 andperformance of this Agreement 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 successorprovisions to such sections. 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 4 shall survive the expiration of theterm of this Agreement. The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement. 

9. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full forceand effect. 

 

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10. Counterparts. This Agreement may be executed in several counterparts, each of which shall bedeemed 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 relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall besettled by final and binding arbitration administered by JAMS/Endispute in San Jose, California in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitrationproceeding, you and the Corporation shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event you and the Corporation cannot agree on an arbitrator, the Administrator of JAMS/Endisputewill appoint an arbitrator. Neither you nor the Corporation nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the FederalArbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and thearbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing suchmotions 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. Your compensation during any disagreement, dispute, controversy, claim, suit, action orproceeding (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 other benefits provided under this Agreement, then, during the period of thatDispute 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 other benefits 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 this Agreement plus interest at the rate provided in Section 1274(d) of theCode, 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 withheld during the period of the Dispute plus interest at the rate provided inSection 1274(d) of the Code, compounded quarterly. 

(iii) Expenses, Legal Fees. The Corporation shall pay, orreimburse you for, all administrative fees 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, allexpenses and reasonable attorneys fees incurred by you in connection with any Dispute arising out of or relating to this Agreement or the interpretation 

 

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thereof to which you are entitled by statute and with respect to which you prevail, and then in accordance with the terms of the arbitrator’s award. Anyreimbursements payable to you pursuant to this Section 11(iii) shall be paid to you no later than December 31 of the year following the year in which the cost was incurred. The amount of expenses reimbursed in one year shall not affect theamount eligible for reimbursement in any subsequent year, and your right to reimbursement under this Section 11(iii) will not be subject to liquidation or exchange for another benefit. 

12. Section 409A. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Corporation at the time of yourSeparation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Agreement is required inorder to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of your benefits shall not be provided to you prior to the earlier of (a) the expiration of the six-month period measured from the date ofyour Separation from Service with the Corporation or (b) the date of your death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to thisSection 12 shall be paid in a lump sum to you, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. 

13. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the 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, and any 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 any rights you may otherwise have under benefit plans or agreements of the Corporation (other than severance plans oragreements) to which you are a party or in which you are a participant, including, but not limited to, any Corporation sponsored employee benefit plans and stock options plans. For the avoidance of doubt, this Agreement will supersede anyprovisions contained in the Corporation’s stock option plan or otherwise that would impose a “cut-back” under Section 280G of the Code (but in no event shall this 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 of the Code), it being understood and agreed that you may elect to reduce or eliminate any payment or benefit to which youare otherwise entitled in order to avoid imposition of any tax under Section 409A of the Code. The provisions of this Agreement shall not in any way abrogate your rights under such other plans and agreements. In addition this Agreement shallnot limit in any way any obligation you may have under any other agreement with or promise 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 ofthe 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. 

 

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If this letter sets forth our agreement on the subject matter hereof, kindly sign and return to theCorporation 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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