As you know, Rovi Corporation (“Rovi”) has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TiVo Inc. (“TiVo”), and upon consummation of the transactions under the Merger Agreement both Rovi and TiVo will become wholly owned...Merger Agreement • November 3rd, 2016 • TiVo Corp • Patent owners & lessors
This closing of the Merger constitutes a “Change in Control” within the definitions of the Executive Severance and Arbitration Agreement between you and Rovi dated as of March 1, 2014 (the “ESAA”). As a result of this Change of Control, Rovi and Parent have determined that your employment with Rovi will be terminated at the end of the day on December 30, 2016. Because the termination of your employment falls within the timeframe specified in the ESAA that triggers your right to all Change of Control termination benefits as set forth within the ESAA, Rovi and Parent agree that you shall receive those benefits, including those in paragraph 3 of the ESAA, entitled, “Equity Compensation; Change of Control” upon the last day of your employment with Rovi.
