0001193125-08-192647 Sample Contracts

TIVO, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 9th, 2008 • 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”), the number of shares of the Company’s common stock, par value $0.01, set forth below (the “Shares”). These Shares are subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Award Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Award 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 Restricted Stock Award Agreement.

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TIVO, INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • September 9th, 2008 • 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 holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, 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 Stock Option Agreement.

TIVO, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • September 9th, 2008 • 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 restricted stock units (“Restricted Stock Units” or “RSUs”) set forth below, with respect to shares of the Company’s common stock, par value $0.001 per share, (the “Stock”). 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 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.

FLG Partners, LLC Logo] FOURTH AMENDMENT TO CONFIDENTIAL CONSULTING AGREEMENT
Confidential Consulting Agreement • September 9th, 2008 • Tivo Inc • Cable & other pay television services

This fourth amendment (the “Fourth Amendment”) to the Confidential Consulting Agreement dated July 9, 2007 (the “Agreement”) by and between the parties hereto, is executed as of the date below (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and TiVo, Inc. (“Client”).

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