THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is entered into by and
between TiVo Inc., a Delaware corporation (the “ Company ”), and Thomas S. Rogers (“ Executive ”), and shall be effective as of
February 1, 2010 (the “ Third Restatement Effective Date ”).
WHEREAS, the Company and Executive desire to amend and restate that certain Employment Agreement dated as of
July 1, 2005 (the “ Original Effective Date ”), between the Company and Executive, which was amended and restated effective as
of March 21, 2007 (the “ Restatement Effective Date ”) and September 16, 2008 (the agreement, as previously amended and
restated, the “ Prior Agreement ”), in order to reflect certain changes to Executive’s compensation and benefits effective as of
the Third Restatement Effective Date.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:
1. Definitions . As used in this Agreement, the following terms shall have the following meanings:
(a) Board . “ Board ” means the Board of Directors of the Company.
(b) Cause . “ Cause ” means (i) Executive’s willful and continued failure to substantially perform his duties with the
Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such
actual or anticipated failure after Executive’s issuance of a Notice of Termination (as defined below) for Good Reason),
after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically
identifies the manner in which the Board believes that Executive has not substantially performed his duties, (ii) Executive’s
willful and continued failure to substantially follow and comply with such specific and lawful directives of the Board that
are not inconsistent with Executive’s position as President and Chief Executive Officer of the Company (other than any
such failure resulting from Execut