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Document Preview Change of Control |
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Title: |
Change of Control |
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Date: |
2005 |
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$39 |
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ID: |
#853661 |
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Execution Version
Change of Control
Terms and Conditions
TiVo Inc. (the Corporation) considers it essential to the best interests of its shareholders to foster the continuous employment of the Corporations key management personnel. In this regard, the Corporations Board of Directors (the Board) recognizes that, as is the case 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 personnel to the detriment of the Corporation and its shareholders.
The Board has decided to reinforce and encourage the continued attention and dedication of members of the Corporations 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 been fully executed, you shall receive the severance benefits set forth in this Agreement in the event that your employment with the Corporation is terminated under the circumstances described below in anticipation of or subsequent to a Change in Control (as defined below).
1. Term of Agreement. This Agreement shall commence on July 1, 2005 and shall continue in effect through December 31, 2007; provided, however, that commencing on January 1, 2008 and on each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless, not later than December 15 of the preceding year, the Corporation shall have given you notice that it does not wish to extend this Agreement; provided, further, that if a Change in Control occurs during the original or any extended term of this Agreement, the term of this Agreement shall continue in effect for the twelve (12) month period immediately following the Change in Control.
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