**Exhibit 10.2**

Amended and Restated 

Change of Control 

Terms and Conditions 

TiVo Inc. (the “Corporation”) considers it essentialto 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 the case withmany 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 personnel to thedetriment of the Corporation and its shareholders. 

The Board has decided to reinforce and encourage the continued attention and dedicationof 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). 

Upon the Effective Date (as defined below), this Agreement shall supersede in its entirety that certain Change ofControl Terms and Conditions agreement entered into between you and the Corporation effective July 1, 2005 (the “Prior Agreement”) which shall terminate and be of no further effect as of the Effective Date. You understand and agreethat upon the 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 March 21, 2007 (the “Effective Date”) and shall continue in effect until the earlier of its termination by mutual written consent of you andCorporation or the date all payments or benefits required to be made or provided hereunder have been made or provided in their entirety. 

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

(i) a dissolution or liquidation of the Corporation; 

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

(iii) a sale by the stockholders of the Corporation ofthe voting stock of the Corporation to another corporation or its subsidiaries that results 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 votingstock of the Corporation entitled to vote; 

 

(iv) a merger or consolidation involving the Corporation in which the Corporation is not the survivingcorporation 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 power entitled tovote in the election of members of the Board of Directors (“Directors”) has changed; 

(v) a reverse merger in which theCorporation 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 Exchange Act, or any comparable successorprovisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation or subsidiary of the Corporation or other entity controlled by the Corporation) of the beneficial ownership (within the meaning of Rule13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors; or 

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

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

(i) General. If a Change in Control shall have occurred during the term of this Agreement, you shall be entitled to the benefits provided inSection 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 other than for Cause or Disability (each as defined below), or(b) by you for Good Reason (as defined below) (a termination of your employment under the circumstances described in this sentence is sometimes hereinafter referred to as a “Payment Termination”). Notwithstanding anything containedherein, if your employment is terminated during the period commencing on the public announcement of a transaction which if consummated will constitute a Change in Control and ending on the date of consummation of such Change in Control either by theCorporation other than for Cause or Disability or by you for Good Reason, and if such termination (1) was at the request of a third party effecting the Change in Control or (2) otherwise arose in connection with or in anticipation of theChange in Control, then for all purposes of this Agreement your employment shall be deemed to have been terminated immediately after the actual occurrence of the Change in Control; provided, however that nothing herein shall extend the period withinwhich any option to purchase the Corporation’s capital stock that you hold may be exercised following your termination of employment in such a 

 

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manner as to result in adverse tax consequences to you under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).Except 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 benefits hereunder. In the event thatyou are entitled to the benefits provided in Section 4(ii), such benefits shall be paid notwithstanding the subsequent expiration of the term of this Agreement. Notwithstanding the foregoing, if your employment is terminated in a PaymentTermination, if any benefit or payment that would otherwise be provided to you pursuant to Section 5 of the Employment Agreement but for your termination being a Payment Termination is more favorable to you than that to which you would beentitled under this Agreement, you shall be entitled to receive the more favorable benefit or payment. 

(ii) Death or Disability. Youremployment with the Corporation shall terminate automatically upon your death. The Corporation may terminate your employment for Disability, but only if that Disability continues through the Date of Termination (as hereinafter defined). For purposesof this Agreement, “Disability” shall mean your absence from the full-time performance of your duties with the Corporation for one hundred eighty (180) consecutive days 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 willfuland continued failure to substantially perform your duties 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 Noticeof 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 substantiallyperformed your duties, (b) your willful and continued failure to substantially follow and comply with such specific and lawful directives of the Board that are not inconsistent with your position as President and Chief Executive Officer of theCorporation (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand forsubstantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (c) your willful commission of an act of fraud ordishonesty resulting in material economic or financial injury to the Corporation, or (d) your conviction of, or entry by you of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes of thisSection 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 ormore of the following events without your prior written consent, unless the Corporation fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination: 

(a) Your removal from your position as Chief Executive Officer or President of the Corporation for any reason other than for Cause or your Disability;

 

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(b) (i) any change in reporting relationship such that you no longer report to the Board ofDirectors of the Corporation (or, if the Corporation has a parent company, to the Board of Directors of the ultimate parent of the Corporation) or (ii) any reduction in the nature and scope of your authorities, duties, and responsibilities fromtheir level in effect immediately prior to such Change in Control (for this purpose, if the Corporation ceases to be a publicly-traded corporation, you will be deemed to have suffered such a reduction in the nature and scope of your authorities,duties, and responsibilities unless you are offered a position as Chief Executive Officer of a publicly-traded parent of the Corporation). 

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

(d) the Corporation’s failure to maintain a suitable and appropriate office in New York, New York or the Corporation’s discontinuance of itsagreement to reimburse you for first class air travel for travel between New York, New York and the Corporation’s offices in Alviso, California; 

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

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

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

(h) the Corporation requiring you to relocate your primary residence from New York; 

(i) any purported modification of this Agreement by the Corporation or any termination of your employment by the Corporation for any reason other thanfor Cause or your Disability; 

(j) the Corporation’s providing notice to you pursuant to Section 1 above that it does not wishto extend the term of this Agreement; or 

(k) the Corporation’s material breach of any provision of your employment agreement withthe Corporation. 

Your right to terminate your employment pursuant to this Section 3(iv) shall not be affected by your incapacity dueto 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. 

 

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(v) Notice of Termination. Any purported termination of your employment by the Corporation or by you(other than termination 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 of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis fortermination of your employment under the provision so indicated. 

(vi) Date of Termination. For purposes of this Agreement, “Date ofTermination” 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 youshall 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 the Notice ofTermination (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 shall not beless than fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given). 

4. Compensation UponTermination. 

(i) If your employment with the Corporation is terminated by reason of your death, by the Corporation for Cause or Disability,or by you other than 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 entitledunder any compensation plan or practice of the Corporation at the time such payments are due (including, without limitation, all accrued and unused vacation), 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, at the time specified in Section 4(iii), pay to you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which youare entitled under any compensation plan or practice of the Corporation at the time such payments are due (including, without limitation, all accrued and unused vacation); 

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

(A) one hundred percent (100%) of the greater of (x) your monthly base salary as in effect immediately prior todelivery of the Notice of Termination multiplied by eighteen (18) or (y) your monthly base salary as in effect immediately prior to the Change in Control multiplied by eighteen (18); and 

 

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(B) one hundred percent (100%) of the greater of (x) your targeted annual bonus for the yearin which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, as if the bonus goals are satisfied; 

(c) you shall immediately become vested with respect to one hundred percent (100%) of the unvested portion of any stock options, stock appreciation rights, restricted stock and such other awards granted pursuantto the Corporation’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof that you then hold; provided, however that with regard to stock options or restricted shares of theCorporation’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”), suchPerformance Awards shall become vested and/or restrictions shall lapse with respect to one hundred percent (100%) of the shares of the Corporation’s capital stock that otherwise would have become vested during the year of your terminationof employment as if the performance goals with respect to such year (or prior periods) had been attained; 

(d) for the period beginning onthe Date of Termination and ending on the earlier of (i) the date which is eighteen (18) full months following the Date of Termination or (ii) the first day of your eligibility to participate in a comparable group health planmaintained 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 been entitled had you remained continuously employed by the Corporation duringsuch period. In the event that you are ineligible under the terms of the Corporation’s benefit plans to continue to be so covered, the Corporation shall provide you with substantially equivalent coverage through other sources or will provideyou with a lump sum payment (determined on a present value basis using the interest rate provided in Section 1274(b)(2)(B) of the Code, on the Date of Termination) in such amount that, after all income and employment taxes on that amount, shallbe equal to the cost to you of providing yourself such benefit coverage. At the termination of the benefits coverage under the first sentence of this Section 4(ii)(e), you and your dependents shall be entitled to continuation coverage pursuantto Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Corporationon the date such benefits coverage terminates; and 

(e) the Corporation shall furnish you for six (6) years following the Date ofTermination (without reference to whether the term of this Agreement continues in effect) with directors’ and officers’ liability insurance insuring you against insurable events which occur or have occurred while you were a director orofficer of the Corporation, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain substantially the sameterms, conditions and exceptions as the liability issuance policies provided for officers and directors of the Corporation in force from time to time, *provided, however*, that 

 

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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 if the aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty percent (150%) of the per annum rate of premium currently paid by the Corporation for such insurance, then theCorporation shall provide the maximum coverage that will then be available at an annual premium equal to one hundred and fifty percent (150%) of such rate. 

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

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

(v) As a condition to your receipt of any benefits described in Section 4(ii) hereof, you shall be required to execute a Release in the formattached hereto as Exhibit A (the “Release”). 

5. Successors; Binding Agreement. 

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

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

 

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

7. Parachute Payments. 

(a) If it is determined that you would be subject to the excise tax imposed by Section 4999 of the Code (a “Parachute Tax”), as a resultof the receipt of any payment or other event (collectively, a “Payment”), then the Corporation will pay to you an additional payment or payments (a “Gross-Up Payment”) in an amount such that after payment of all federal, stateand local income, employment, excise and penalty taxes, you are left with an amount equal to all taxes payable by you under Section 4999 of the Code applicable to the Payment and the Gross-Up Payment and all penalties and interest imposed withrespect to such taxes. 

(b) All determinations required to be made under this Section 7, including whether a Parachute Tax is payableby you and the amount of such Parachute Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the nationally recognized firm of certified public accountants (the “Accounting Firm”) used bythe Corporation as its auditors prior to the Change in Control (or, if such Accounting Firm declines to serve, the Accounting Firm shall be a nationally recognized firm of certified public accountants selected by the Corporation that is independentof the other person or entity involved in the Change in Control). For purposes of making the calculations required by this Section, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of theCode). The Accounting Firm shall be directed by the Corporation or you to submit its preliminary determination and detailed supporting calculations to both the Corporation and you within fifteen (15) calendar days after the date of the Changein Control or any other such time or times as may be requested by you or the Corporation. If the Accounting Firm determines that any Parachute Tax is payable by you, the Corporation shall pay the required Gross-Up Payment to you, or for yourbenefit, within five (5) business days after receipt of such determination and calculations. If the Accounting Firm determines that no Parachute Tax is payable by you, it shall, at the same time as it makes such determination, furnish you withan opinion and supporting calculations that you have substantial authority not to report any Parachute Tax on your federal tax return. Any good faith determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding uponyou and the Corporation absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Corporation’s obligation to provide anyGross-Up Payments that shall be due as a result of such contrary determination. As a result of the uncertainty in the application of Code Section 4999 at the time of any determination by the Accounting Firm hereunder, it is possible thatGross-Up Payments that will 

 

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not have been made by the Corporation should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. Inthe event that the Corporation exhausts or fails to pursue its remedies pursuant to Section 7(f) hereof and you thereafter are required to make a payment of any Parachute Tax, you shall direct the Accounting Firm to determine the amount of theUnderpayment that has occurred and to submit its determination and detailed supporting calculations to both you and the Corporation as promptly as possible. Any such Underpayment plus applicable interest and penalty taxes shall be promptly paid bythe Corporation to you, or for your benefit, within five (5) business days after receipt of such determination and calculations. 

(c)You and the Corporation shall each provide the Accounting Firm access to and copies of any books, records and documents in your possession reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connectionwith the preparation and issuance of the determination contemplated by Section 7(b) hereof. 

(d) The federal tax returns filed by you(or any filing made by a consolidated tax group which includes the Corporation) shall be prepared and filed on a basis consistent with the determination of the Accounting Firm with respect to the Parachute Tax payable by you. You shall make properpayment of the amount of any Parachute Tax, and at the request of the Corporation, provide to the Corporation true and correct copies (with any amendments) of the applicable sections of his federal income tax return as filed with the InternalRevenue Service, and such other documents reasonably requested by the Corporation, evidencing such payment. If prior to the filing of your federal income tax return, the Accounting Firm determines in good faith that the amount of the Gross-UpPayment should be reduced, you shall within five (5) business days pay to the Corporation the amount of such reduction. 

(e) The feesand expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section shall be borne by the Corporation. 

(f) In the event that the Internal Revenue Service claims that any payment or benefit received by you from the Corporation constitutes an “excessparachute payment” within the meaning of Code Section 280G(b)(1), you shall notify the Corporation in writing of such claim. Such notification shall be given as soon as practicable but not later than twenty (20) business days afteryou are informed in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the 30-day period following thedate on which you give such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies you in writing prior to the expiration of such period that itdesires to contest such claim, you shall (i) give the Corporation any information reasonably requested by the Corporation relating to such claim; (ii) take such action in connection with contesting such claim as the Corporation shallreasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation and reasonably satisfactory to you; (iii) cooperatewith the Corporation in good faith in order to effectively contest such claim; and (iv) permit the Corporation to participate in any proceedings relating to 

 

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such claim; provided, however, that the Corporation shall bear and pay directly all costs and expenses (including, but not limited to, additional interestand penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, for and against for any Parachute Tax or income tax or other tax (includinginterest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. 

(g) TheCorporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claimand may, at its sole option, either direct you to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and you agree to prosecute such contest to a determination before any administrative tribunal, in a court ofinitial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs you to pay such claim and sue for a refund or otherwise contest such claim, the Corporation shalladvance the amount of such payment together with any reasonable legal fees or other expenses incurred by you in connection with such request to you on an interest-free basis, and shall indemnify and hold you harmless, on an after tax basis, from anyParachute Tax (or other tax including interest and penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if you are required to extend thestatue of limitations to enable the Corporation to contest such claim, you may limit this extension solely to such contested amount. The Corporation’s control of the contest shall be limited to issues with respect to which a corporate deductionwould be disallowed pursuant to Code Section 280G and you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be takennor any final resolution be agreed to by the Corporation without your consent if such position or resolution could reasonably be expected to adversely affect you unrelated to matters covered hereto. 

(h) If, after the receipt by you of an amount advanced by the Corporation in connection with the contest of the Parachute Tax claim, you receive anyrefund with respect to such claim, you shall promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto); provided, however, if the amount of that refund exceeds theamount advanced by the Corporation, you may retain such excess. If, after the receipt by you of an amount advanced by the Corporation in connection with a Parachute Tax claim, a determination is made that you shall not be entitled to any refund withrespect to such claim and the Corporation does not notify you in writing of its intent to contest the denial of such refund prior to the expiration of thirty (30) days after such determination such advance shall be deemed to be in considerationfor services rendered after the date of your termination. 

8. Confidentiality and Non-Solicitation Covenants. 

(i) Confidentiality. You hereby agree that, other than as you determine in good faith is necessary or appropriate in the discharge of your duties to theCorporation, during the term of this Agreement and thereafter, you shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose 

 

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whatsoever, any Confidential Information (as defined below). You further agree that, upon termination of your employment with the Corporation, allConfidential Information in your possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Corporation and shall not be retained by you or furnished toany third party, in any form except as provided herein; *provided, however*, that this Section 8(i) shall not apply to 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 you, (c) is lawfully disclosed to you by a third party, (d) is required to be disclosed by law or by anycourt, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order you to disclose or make accessible any information, or (e) is related to any litigation,arbitration or mediation between the parties, including, but not limited to, the enforcement of this Agreement. As used in this Agreement, the term “Confidential Information” means: information disclosed to you or known by you as aconsequence 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 customerlists, product lists, product road maps, technology specifications or other information related to the products and services of the Corporation and its affiliates. Nothing herein shall limit in any way any obligation you may have relating toConfidential Information under any other agreement with or promise to the Corporation. 

(ii) Non-Solicitation. You hereby agree that, forthe eighteen (18) month period immediately following the Date of Termination, you shall not, either on your own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder orotherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Corporation any of its officers or employees or offer employment to any person who, on or during the six (6) monthsimmediately preceding the date of such solicitation or offer, is or was an officer or employee of the Corporation; *provided, however*, that (i) a general advertisement to which an employee of the Corporation responds shall in no event bedeemed to result in a breach of this Section 7(ii), and (ii) it shall not be a violation of this Section 8(ii) for Executive to directly or indirectly solicit the employment of, or to hire, his current executive assistant. 

(iii) Survival; Reformation. The provisions of this Section 7 shall survive the termination or expiration of this Agreement and your employmentwith 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 of any state orjurisdiction, 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 8, in addition to and withoutlimiting or waiving any other remedies available to the Corporation in law or in equity, the Corporation shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain suchbreach or threatened breach and to enforce the provisions of this Section 8. You acknowledge that it is impossible to measure in money the damages that the Corporation 

 

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will sustain in the event that you breach or threaten to breach the provisions of this Section 8 and, in the event that the Corporation shall instituteany action or proceeding to enforce such provisions seeking injunctive relief, you hereby waive and agree not to assert and shall not use as a defense thereto the claim or defense that the Corporation has an adequate remedy at law. The foregoingshall not prejudice the right of the Corporation to require you to account for and pay over to the Corporation the amount of any actual damages incurred by the Corporation as a result of such breach. 

9. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to inwriting and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of or compliance with, any condition or provision of this Agreement to beperformed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to thesubject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California withoutregard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Except as provided in Section 4(ii)(f) hereunder, any paymentsprovided 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 the term of this Agreement. The sectionheadings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement. 

10.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 force and effect. 

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

12. Arbitration; Dispute Resolution, Etc. 

(i) Arbitration Procedures. Except as set forth in Section 8(iv), any disagreement, dispute, controversy or claim arising out of or relating to thisAgreement 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 be settled by final and binding arbitration administered byJAMS/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 arbitration proceeding, you and the Corporation shall select a mutuallyacceptable 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/Endispute will appoint an arbitrator. Neither you nor the Corporation northe arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all 

 

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parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall applythe substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have theauthority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written,reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof. 

(ii) CompensationDuring Dispute, Etc. Your compensation during any disagreement, dispute, controversy, claim, suit, action or proceeding (collectively, a “Dispute”) arising out of or relating to this Agreement or the interpretation of this Agreement shallbe as follows: 

If there is a termination of your employment with the Corporation followed by a Dispute as to whether you are entitled tothe payments and other benefits provided under this Agreement, then, during the period of that Dispute the Corporation shall pay you fifty percent (50%) of the amounts specified in Section 4(ii)(b) hereof, and the Corporation shall provideyou 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 underSection 4(ii)(b) of this Agreement plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly. If the Dispute is resolved in your favor, promptly after resolution of the Dispute the Corporation shall pay youall amounts which were withheld during the period of the Dispute plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly. 

(iii) Expenses; Legal Fees. The Corporation shall pay, or reimburse you for, all administrative fees and costs, and all arbitrator’s fees and expenses incurred by you in connection with any Dispute arising out ofor related to this Agreement. The Corporation shall pay, or reimburse you for, all expenses and reasonable attorney’s fees incurred by you in connection with any Dispute arising out of or relating to this Agreement or the interpretation thereofwith respect to which you prevail. In addition, the Corporation shall pay your reasonable attorney’s fees incurred in connection with negotiating and documenting this Agreement. 

13. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein andsupersedes 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 heretoin 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 underbenefit plans or agreements of the Corporation (other than severance plans or agreements) to which you are a party or in which you are a participant, including, but not limited to, any Corporation sponsored employee benefit plans and stock optionsplans. For the avoidance of doubt, this Agreement will supersede any provisions contained in the Corporation’s stock option plan or otherwise that would impose a “cut-back” under Section 280G of the Code (but in no event shallthis Agreement be construed or interpreted as providing any right to “gross-up” or similar tax 

 

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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 toreduce or eliminate any payment or benefit to which you are otherwise entitled in order to avoid imposition of any tax under Section 409A of the Code. The provisions of this Agreement shall not in any way abrogate your rights under such otherplans and agreements. In addition this Agreement shall not 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 theassignment of interests in any intellectual property. 

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

15. Code Section 409A. 

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

(ii) Notwithstanding anything to the contrary herein, in the eventthat any benefits provided pursuant to this Agreement are not actually or constructively received by you on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code Section 409A,then: (i) subject to clause (ii), such benefit shall be paid upon your “separation from service” or a Change in Control (in the event of a Payment Termination that is deemed to occur as of the date of a Change in Control underSection 3(i), above), as applicable, with respect to the Corporation and its affiliates within the meaning of Section 409A of the Code, and (ii) if you are a “specified employee,” as defined in Section 409A(a)(2)(B)(i)of the Code, with respect to the Corporation and its affiliates, and as necessary to avoid the imposition of adverse tax consequences to you under Section 409A of the Code, such benefit shall be paid upon the date which is six months after thedate of your “separation from service” (or, if earlier, the date of your death). 

 

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If this Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to theCorporation a copy of this Agreement, which shall then constitute our agreement on this subject. 

 
Sincerely,TIVO INC.By:Print Name:Title:
Agreed and Accepted, 

this 21st day of March, 2007. 

 

 
 
Thomas S. Rogers
 
 

SIGNATURE PAGE TO CHANGE OF CONTROL TERMS AND CONDITION 

EXHIBIT A 

GENERAL RELEASE OF CLAIMS 

This General Release of Claims (“*Release*”) is entered into asof this          day of                 , 200  , between                     (“*Executive*”), and TiVo Inc., a Delaware corporation (the “*Company*”)(collectively referred to herein as the “*Parties*”), effective eight (8) days after Executive’s signature (the “*Effective Date*”), unless Executive revokes his or her acceptance as provided in Paragraph3(c), below. 

WHEREAS, Executive and the Company are parties to that certain Employment Agreement dated as of July 1, 2005 (the“*Employment Agreement*”); 

WHEREAS, Executive and the Company are parties to that certain Change of Control Agreement datedas of July 1, 2005 (the “*Change of Control Agreement*”); 

WHEREAS, Executive’s employment with the Companyterminated effective             ,          (the “*Termination Date*”); 

WHEREAS, the Parties agree that the termination of Executive’s employment has triggered severance payments and benefits to Executive underSection 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, subject to Executive’s execution and non-revocation of this Release; and 

WHEREAS, the Company and Executive now wish to document the termination of Executive’s employment with the Company and to fully and finally toresolve all matters between them. 

NOW, THEREFORE, in consideration of, and subject to, the severance payments and benefits to be madeavailable to Executive pursuant to Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that hewould not otherwise be entitled to receive, Executive and the Company hereby agree as follows: 

1. Termination of Positions as Officer andEmployment. Executive’s positions as an officer and employee of the Company are terminated effective as of the Termination Date. 

2.Severance Payments and Benefits. Subject to Executive’s execution and non-revocation of this Release, Executive shall receive payments, severance benefits and benefits as described in Section 5(c) of the Employment Agreement orSection 4 of the Change of Control Agreement, as applicable. 

3. General Release of Claims by Executive. 

(a) Executive, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever dischargethe Company and all predecessors, successors and their respective parent corporations, affiliates, 

related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees,attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with the Company (collectively, the “*Company Releasees*”), from any and all claims,debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind andcharacter whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “*Claims*”), which Executive has or may have had against suchentities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoeverExecutive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breachof express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil RightsAct of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the CivilRights Act of 1866, and the Civil Rights Act of 1991; 42 USC Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 USC Section 621, et seq.; the Equal Pay Act, as amended, 29 USC Section 206(d); regulationsof the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C.§ 201 et seq.; The Executive Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq. 

Notwithstanding the generality of the foregoing, Executive does not release the following claims: 

(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law; 

(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(iii) Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant tothe terms and conditions of the federal law known as COBRA; 

(iv) Claims for indemnity under the bylaws of the Company, as provided for byDelaware law or under any applicable insurance policy with respect to Executive’s liability as an employee or officer of the Company of that certain Indemnification Agreement dated                     between Executive and the Company; 

 

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(v) Claims based on any right Executive may have to enforce the Company’s executory obligationsunder the Employment Agreement, the Change of Control Agreement or agreements related to stock awards granted to Executive by the Company; and 

(vi) Claims Executive may have to vested or earned compensation and benefits. 

(b) EXECUTIVE ACKNOWLEDGES THAT HE HAS BEENADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: 

“A GENERAL RELEASEDOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTESOR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. 

(c) Older Worker’s Benefit Protection Act. Executive agrees and expressly acknowledgesthat this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“*ADEA*”). The following terms andconditions apply to and are part of the waiver and release of the ADEA claims under this Release: 

(i) This paragraph, and this Release arewritten in a manner calculated to be understood by him. 

(ii) The waiver and release of claims under the ADEA contained in this Releasedoes not cover rights or claims that may arise after the date on which he signs this Release. 

(iii) This Release provides forconsideration in addition to anything of value to which he is already entitled. 

(iv) Executive has been advised to consult an attorneybefore signing this Release. 

(v) Executive has been granted twenty-one (21) days after he is presented with this Release to decidewhether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one(21) day period. 

(vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. Inthe event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance paymentsor benefits under the Employment Agreement or the Change of Control Agreement. 

 

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If he wishes to revoke this Release, Executiveshall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of theTermination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7th) day after the date on which he signs this Release. 

4. No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees, or any of them. Executiveagrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Executive; provided, however, that thissentence shall not apply with respect to a claim challenging the validity of this general release with respect to a claim under the Age Discrimination in Employment Act, as amended. 

5. Confidential Information; Return of Company Property. Executive hereby certifies that he has complied with Section 5(g) of the EmploymentAgreement. 

6. Paragraph Headings. The headings of the several paragraphs in this Release are inserted solely for the convenience of theParties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. 

7.Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messengerservice), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to: 

If to the Company or the Board: 

TiVo Inc. 

2160 Gold Street 

P.O. Box 2160 

Alviso, California 95002-2160 

Attention: Secretary 

 

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If to Executive: 

Thomas S. Rogers 

All notices, requests andother communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of suchnotice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate adifferent address or a different or additional person to which all such notices or communications thereafter are to be given. 

8.Severability. The invalidity or unenforceability of any provision of this Release shall not affect the validity or enforceability of any other provision of this Release, which shall remain in full force and effect. 

9. Governing Law and Venue. This Release is to be governed by and construed in accordance with the laws of the State of California applicable tocontracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in San Jose, California, the Parties herebywaiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

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

11. Construction. The language in all parts of this Release shall in all cases beconstrued simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Releaseor any part thereof. 

12. Entire Agreement. This Release, the Employment Agreement and the Change of Control Agreement set forth the entireagreement of the Parties in respect of the subject matter contained herein and therein and supersede 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 in respect of the subject matter contained herein. 

13. Amendment. No provision of this Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specificallydesignated by the Board of Directors of the Company. 

 

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14. Understanding and Authority. The Parties understand and agree that all terms of this Release arecontractual and are not a mere recital, and represent and warrant that they are competent to covenant and agree as herein provided. The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions;and intend and agree that it is final and binding on all Parties. 

(Signature Page Follows) 

 

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IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing Release asof the date first written above. 

 
EXECUTIVE TIVO INC. By:Print Name: Print Name: Title:
 

SIGNATURE PAGE TO RELEASE