TIVO INC. CASH-SETTLED RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 23rd, 2012 • Tivo Inc • Cable & other pay television services • Delaware
TiVo Inc., a Delaware corporation (the “Company”), pursuant to its 2008 Equity Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (“Participant”), an award to receive the number of cash-settled restricted stock units (“Restricted Stock Units” or “RSUs”) set forth below. Each RSU represents the right to receive an amount in cash equal to the Fair Market Value of one share of the Company's common stock, par value $0.001 per share (the “Stock”), after vesting. This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Cash-Settled Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the RSU Agreement.
