TIVO CORPORATION EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENTExecutive Severance and Arbitration Agreement • May 30th, 2019 • TiVo Corp • Patent owners & lessors • California
THIS EXECUTIVE SEVERANCE AND ARBITRATION AGREEMENT (the “Agreement”) is made and entered into as of May 31, 2019 by and between TiVo Corporation, a Delaware corporation (the “Company”) and Dave Shull (“Executive”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Executive’s offer letter agreement with the Company (the “Offer Letter”).
May 24, 2019 Dear Dave:Employment Agreement • May 30th, 2019 • TiVo Corp • Patent owners & lessors
We are pleased to present this offer for the position of President and Chief Executive Officer (“CEO”) at TiVo Corporation (“TiVo” or the “Company”), reporting to the Board of Directors (the “Board”), pursuant to the terms of this letter agreement (this “Agreement”) and the Executive Severance and Arbitration Agreement entered into by the Company and you (the “Severance Agreement”). In the event of a conflict between any of the terms of this Agreement and any of the terms of (1) any of the agreements related to any equity awards granted to you, the terms of this Agreement shall prevail, and (2) the Severance Agreement, the terms of the Severance Agreement shall prevail. You will also be appointed to the Company’s Board, with service to commence at your commencement of employment as CEO of TiVo, and, during the period of your employment as the CEO of TiVo, you shall be re-nominated to serve on the Board each time that your appointment to the Board expires. Your start date as CEO will be
May 24, 2019 Dear Raghu:Letter Agreement • May 30th, 2019 • TiVo Corp • Patent owners & lessors
As you know, you are currently serving as interim President and Chief Executive Officer (“Interim CEO”) at TiVo Corporation (“TiVo” or the “Company”), pursuant to the terms of an amended and restated offer letter from the Company dated December 27, 2018 (the “Offer Letter”) and the Amended and Restated Executive Severance and Arbitration Agreement dated the same date attached thereto (the “Severance Agreement”). In connection with the appointment of a new President and Chief Executive Officer, your employment with the Company will end as of May 31, 2019. Thereafter, starting June 1, 2019, you will assume revised duties for the Company and its Board of Directors (the “Board”). Specifically, the Board has approved your new position as Vice Chairperson of the Board and the compensation arrangements related thereto set forth below in this letter agreement (this “Letter Agreement”). As Vice Chairperson of the Board, you will not serve on any Board committees. This Letter Agreement supersede
