Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS 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 March 21, 2007 (the “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 (the “Prior Agreement”).

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 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 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, (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, or (iv) Executive’s conviction of, or entry by Executive of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes of this Section 1(b), no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith.

(c) Change of Control. “Change of Control” means (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a sale by the stockholders of the Company of the voting stock of the Company to another corporation and/or its subsidiaries or other person or group that results in the ownership by such corporation and/or its subsidiaries or other person or group (the “Acquiring Entity”) of eighty percent (80%) or more of the combined voting power of all classes of the voting stock of the Company entitled to vote; provided, however, that a sale by the stockholders of the Company of voting stock that results in the ownership by such Acquiring Entity of less than eighty percent (80%) of the combined voting power of all classes of the voting stock of the Company entitled to vote shall nonetheless constitute a Change of Control if it results in the Acquiring Entity having the ability to appoint a majority of the members of the Board, (iii) a merger or consolidation in which the Company is not the surviving corporation, or (iv) a reverse merger in which the Company is the surviving corporation but less than fifty-one percent (51%) of the shares of the Company’s common stock outstanding immediately after the merger are beneficially owned by the Company’s stockholders (as determined immediately before the merger).

(d) Good Reason. “Good Reason” means the occurrence of any one or more of the following events without Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination:

(i) the removal of Executive from his position as Chief Executive Officer or President of the Company for any reason other than for Cause or Executive’s Disability;

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(ii) a material reduction in the nature or scope of Executive’s responsibilities, or the assignment to Executive of duties that are materially inconsistent with Executive’s position (in each case as compared to Executive’s responsibilities, duties or position on the Restatement Effective Date);

(iii) the Company’s reduction of Executive’s annual base salary or bonus opportunity, each as in effect on the Restatement Effective Date or as the same may be increased from time to time;

(iv) the Company’s failure to maintain a suitable and appropriate office for Executive in New York, New York or the Company’s failure to reimburse Executive for first class air travel for travel between New York, New York and the Company’s offices in Alviso, California;

(v) the Company’s failure to pay to Executive any portion of his then current compensation or any portion of an installment of deferred compensation under any deferred compensation program of the Company, in each case within seven (7) days of the date such compensation is due;

(vi) the Company’s failure to continue in effect compensation and benefit plans which provide Executive with benefits which are no less favorable on an aggregate basis, both in terms of the amount of benefits provided and the level of Executive’s participation relative to other participants, to the benefits provided to Executive under the Company’s compensation and benefit plans and practices on the Restatement Effective Date;

(vii) the Company’s failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 10(b)(i) hereof;

(viii) the Company requiring Executive to relocate his primary residence from New York;

(ix) the Company’s purported modification of this Agreement or any termination of this Agreement by the Company for any reason other than for Cause or Executive’s Disability;

(x) the Company’s providing notice to Executive, as contemplated by Section 1 thereof, that it does not wish to extend the term of Executive’s Change of Control Agreement (as defined below); or

(xi) the Company’s material breach of any provision of this Agreement.

Executive’s right to terminate his employment pursuant to this Section 1(d) shall not be affected by his incapacity due to physical or mental illness. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(e) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated due to his death, the date of Executive’s death, (ii) if Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that Executive shall not have returned to the full time performance of his duties during such thirty (30) day period), and (iii) if Executive’s employment is terminated for any reason other than death or Disability, the date specified in the Notice of Termination (which, in the case of a termination by the Company without Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination by Executive for Good Reason shall not be less than fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given).

(f) Disability. Executive’s “Disability” means his absence from the full-time performance of his duties with the Company for one hundred eighty (180) consecutive days by reason of his physical or mental illness.

(g) Notice of Termination. Any purported termination of Executive’s employment by the Company or by Executive (other than termination due to Executive’s death, which shall terminate Executive’s employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 10(g). “Notice of Termination” means a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

 

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(h) Stock Awards. “Stock Awards” means all stock options, stock appreciation rights, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

2. Employment Period. Subject to the provisions for earlier termination hereinafter provided, the term of this Agreement shall continue in effect until Executive’s employment with the Company is terminated (the “Employment Period”).

3. Services to Be Rendered.

(a) Duties and Responsibilities. Executive shall serve as a member of the Board and as President and Chief Executive Officer of the Company. So long as Executive is serving as the President and Chief Executive Officer of the Company, he will be nominated to, and if elected by the stockholders of the Company, be a member of, the Board. In the performance of such duties, Executive shall report directly to the Board, shall be the senior-most executive officer of the Company and shall have the duties and responsibilities consistent with the positions set forth above in a company the size and nature of the Company. Executive hereby consents to serve as an officer and/or director of the Company or any subsidiary or affiliate thereof without any additional salary or compensation, if so requested by the Board. Executive shall be employed by the Company on a full time basis. Executive shall perform his duties at the Company’s offices in Alviso, California and at the offices maintained by the Company for Executive in New York, New York. Executive shall be subject to and comply with the policies and procedures generally applicable to senior executives of the Company or such other policies and procedures that apply to Executive particularly, in each case to the extent the same are not inconsistent with any term of this Agreement. While Executive serves as President and Chief Executive Officer of the Company, the Board shall consult with him regarding any appointments to the offices of Chairman of the Board and Vice Chairman of the Board.

(b) Exclusive Services. Executive agrees to devote substantially all of Executive’s business time, attention and energies to the business of the Company. Subject to the terms of Section 6, this shall not preclude Executive from devoting time to personal and family investments or serving on advisory boards, community and civic boards or the corporate boards on which Executive currently serves, or participating in industry associations, provided such activities do not materially interfere with his duties to the Company. Executive agrees that he will not join any additional corporate boards without the prior approval of the Board, which approval shall not be unreasonably withheld or delayed.

(c) Support Services. Executive shall be entitled to all of the administrative, operational and facility support customary for a similarly-situated executive. This support shall include an executive assistant selected by Executive exclusively assigned to him and the non-exclusive services of an administrative assistant located in the Company’s Alviso, California offices.

4. Compensation and Benefits. The Company shall pay or provide, as the case may be, to Executive the compensation and other benefits and rights set forth in this Section 4.

(a) Base Salary. The Company shall pay to Executive a base salary of $800,000 per fiscal year, payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly). Executive’s base salary shall be subject to review annually by and at the sole discretion of the Compensation Committee of the Board.

(b) Bonus. In addition to the base salary described above, for each fiscal year ending during the Employment Period, Executive shall have the opportunity to earn an annual performance bonus based on reasonable criteria established by the Compensation Committee of the Board in good faith no later than ninety (90) days following the start of each fiscal year. Upon full attainment of the aforementioned criteria established by the Compensation Committee of the Board, Executive’s annual bonus will be equal to $525,000, but for less than full achievement of such aforementioned criteria, Executive’s annual bonus shall be a lesser amount in accordance with

 

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a specific formula determined by the Compensation Committee of the Board, in its discretion, no later than ninety (90) days following the start of each fiscal year. Notwithstanding the foregoing, for fiscal year 2005, Executive shall be paid a bonus equal to no less than a pro-rated portion of his target annual bonus based upon the actual number of days worked by Executive during such fiscal year. The annual bonus shall be determined in good faith by the Compensation Committee of the Board as soon as practicable after the end of the fiscal year with respect to which it is payable, and shall be paid to Executive in a lump sum promptly thereafter and in no event later than April 15 immediately following the end of such fiscal year, subject to all withholding with respect thereto as is required by applicable law. The Compensation Committee of the Board will consider and shall have the discretion to exclude extraordinary items in good faith when determining Executive’s annual bonus, it being understood that the final determination shall be within the discretion of the Compensation Committee of the Board.

(c) Benefits. Executive shall be entitled to participate in benefits under the Company’s benefit plans and arrangements, including, without limitation, any employee benefit plan or arrangement made available in the future by the Company to its senior executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. The Company shall have the right to amend or delete any such benefit plan or arrangement made available by the Company to its senior executives and not otherwise specifically provided for herein. The Company shall also pay directly or reimburse Executive or TRget Media LLC for the premiums payable with respect to the long-term disability and life insurance policies maintained by Executive or TRget Media LLC as of the Original Effective Date; provided, however, that upon Executive’s request, the Company shall provide comparable replacement long-term disability and/or life insurance coverage to the extent the available replacement coverage will not result in a material increase to the Company in the aggregate cost of such coverage for Executive. Executive shall also be entitled to such supplemental benefits as are agreed upon by Executive and the Company from time to time.

(d) Expenses. The Company shall reimburse Executive for reasonable business entertainment expenses and any other out-of-pocket business expenses incurred in connection with the performance of his duties hereunder, subject to (i) such policies as the Company may from time to time establish, and (ii) Executive furnishing the Company with evidence in the form of receipts satisfactory to the Company substantiating the claimed expenditures. Executive shall be reimbursed for first class air travel for travel between New York, New York and the Company’s offices in Alviso, California. Executive shall be reimbursed pursuant to the Company’s standard travel policies for other business travel, provided that Executive shall be reimbursed for first class air travel if Executive determines reasonably and in good faith that such travel is appropriate. The Company shall also: (i) lease, furnish and maintain an apartment reasonably acceptable to Executive within fifteen (15) miles of the Company’s Alviso, California offices, (ii) lease and maintain at no cost to Executive an automobile for Executive’s use while working out of the Company’s Alviso, California offices, and (iii) pay or reimburse Executive for the costs associated with Executive’s non-business related meals while working out of the Company’s offices in Alviso, California, not to exceed $5,000 per year.

(e) Paid Time Off; Vacation. Executive shall be entitled to such periods of paid time off (“PTO”) each year as provided under the Company’s PTO policy and as otherwise provided for senior executive officers, which shall in any event be no less than four (4) weeks per year.

(f) Stock Awards.

(i) On the Original Effective Date, the Company granted to Executive (A) stock options to purchase 1,000,000 shares of the Company’s common stock pursuant to the TiVo Inc. 1999 Equity Incentive Plan (the “Plan”), (B) 1,000,000 stock appreciation rights pursuant to the Plan, and (C) 350,000 shares of the Company’s common stock pursuant to the Plan. Such Stock Awards are subject to the terms and conditions of the Plan and the award agreements pursuant to which such Stock Awards were granted to the extent such provisions are not less favorable to Executive than the applicable provisions of this Agreement.

 

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(ii) On the Restatement Effective Date, the Company shall grant to Executive the following stock options (the “New Stock Options”):

(A) New Stock Options to purchase 700,000 shares of the Company’s common stock pursuant to the Plan. Subject to Sections 4(f)(iii) and 5, (A) 300,000 of such New Stock Options shall vest on the fourth anniversary of the Restatement Effective Date and (B) 400,000 of such New Stock Options shall vest in forty-eight (48) equal monthly installments commencing on the first monthly anniversary of the Restatement Effective Date, in the case of both (A) and (B) subject to Executive’s continued employment or service with the Company on each such date.

(B) New Stock Options to purchase 300,000 shares of the Company’s common stock pursuant to the Plan. Subject to Sections 4(f)(iii) and 5, all of such New Stock Options shall vest on the fourth anniversary of the Restatement Effective Date, subject to Executive’s continued employment or service with the Company on such date. Such New Stock Options shall vest on an accelerated basis as follows:

(1) If the Company attains 4,700,000 active subscribers on or prior to the second anniversary of the Restatement Effective Date, 150,000 of such New Stock Options shall vest on the date such achievement is certified by the Compensation Committee of the Board of Directors, subject to Executive’s continued employment or service with the Company on such date.

(2) If the Company achieves $25,000,000 in ad/ARM revenue for the 2007 or 2008 fiscal years, 150,000 of such New Stock Options shall vest on the date such achievement is certified by the Compensation Committee of the Board of Directors, subject to Executive’s continued employment or service with the Company on such date.

Any New Stock Options granted pursuant to this Section 4(f)(ii) shall have a per share exercise price equal to the then-current fair market value of a share of the Company’s common stock (as determined pursuant to the Plan) on the date the grant is approved by the Board or the Compensation Committee of the Board, which shall be no later than the Restatement Effective Date. Such New Stock Options shall be incentive stock options to the extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Such New Stock Options shall have a ten (10) year term and shall be subject to the terms and conditions of the Plan and the stock option agreement pursuant to which such New Stock Options are granted to the extent such provisions are not less favorable to Executive than the applicable provisions of this Agreement.

(iii) In the event that, following July 1, 2007, Executive elects to have the Company engage a full-time replacement Chief Executive Officer so that Executive may be elected Chairman of the Board, the vesting of Executive’s Stock Awards described in Section 4(f)(i) and 4(f)(ii) shall be automatically adjusted so that (A) the time-based vesting period of such Stock Awards shall be extended to twice the length of the remaining vesting period at the time of such role conversion (performance-based accelerated vesting shall be unaffected) and (B) the number of Stock Awards vesting on each time-based vesting date during the extended vesting period shall be proportionately adjusted to reflect such extension (performance-based accelerated vesting shall be unaffected), it being understood that such changes shall be implemented so that one hundred percent (100%) of the Stock Awards will vest by the end of the revised vesting schedule. Except as set forth in the immediately preceding sentence, Executive’s change in status from President and Chief Executive Officer shall have no adverse effect on his Stock Awards provided Executive continues to be a member of the Board.

(iv) In addition to the Stock Awards described in this Section 4(f), Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company and shall be eligible to be considered for annual grants of equity awards. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan.

(g) New York Office. The Company shall maintain an office in New York, New York for Executive’s use in connection with his performance of services for the Company pursuant to this Agreement. As of the Restatement Effective Date, the Company and Executive have agreed on the initial location of such office. Following the Restatement Effective Date, the New York office may be relocated by the Company to any location reasonably satisfactory to Executive.

 

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(h) Media Equipment. The Company shall reimburse Executive up to $15,000 for media equipment purchased by Executive for his home office. In addition, the Company shall reimburse Executive up to $6,000 annually for home media expenses, which reimbursements may be made at any time during such year. Executive shall also be reimbursed approximately $5,000 annually for home office expenses, with any significant deviation from such amount to be mutually agreed by the Company and Executive, which reimbursements may be made at any time during such year.

(i) Family Travel Expenses. The Company shall reimburse Executive for business class airfare for his immediate family for travel no more frequently than once each fiscal quarter between New York, New York and the San Francisco Bay Area. In addition, the Company shall reimburse Executive for the reasonable cost of hotel accommodations incurred by Executive’s immediate family during such trips to the extent such hotel accommodations are necessary as a result of an absence of sufficient accommodations for Executive’s family in his Company-provided apartment.

(j) Executive Assistant. During the Employment Period, the Company shall either pay directly or reimburse Executive or TRget Media LLC for the reasonable costs of providing Executive administrative support through the services of his current executive assistant as of the Restatement Effective Date, including without limitation reimbursement for coach class airfare for such executive assistant for travel between New York, New York and Alviso, California, as well as the reasonable cost of hotel accommodations incurred by such executive assistant during such trip or as needed in New York, New York, at such hotels as may be mutually agreed upon be the Company and Executive. The parties agree that the current compensation and benefits costs of Executive’s executive assistant are reasonable.

5. Termination and Severance. Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 5:

(a) At-Will Employment; Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive.

(b) Termination by Death, For Cause or Disability, Voluntary Resignation Without Good Reason. If Executive’s employment with the Company is terminated by reason of Executive’s death, by the Company for Cause or Disability, or by Executive other than for Good Reason, the Corporation shall pay Executive (or his estate) his full base salary, when due, through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due (including, without limitation, all accrued and unused vacation), and the Company shall have no further obligations to Executive (or his estate) under this Agreement. In addition, if Executive’s employment with the Company is terminated by the Company for Cause, or by Executive other than for Good Reason, all vesting of Executive’s unvested Stock Awards previously granted to him by the Company shall cease and none of such unvested Stock Awards shall be exercisable following the Date of Termination. If Executive’s employment with the Company is terminated by reason of Executive’s death or by the Company for Disability, then the greater of (i) fifty percent (50%) of Executive’s unvested Stock Awards as of the Date of Termination, or (ii) such number of Executive’s Stock Awards as would vest pursuant to Section 5(c)(i)(D) as of the Date of Termination if such Section were applicable, shall immediately vest and remain exercisable for the balance of their original term. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Company under the circumstances, whether at law or in equity.

(c) Termination Without Cause or Voluntary Resignation for Good Reason.

(i) Termination Apart From Change of Control. If Executive’s employment is terminated (A) by the Company other than for Cause or Disability or (B) by Executive for Good Reason, and such termination is not a Payment Termination (as defined in that certain Amended and Restated Change of Control Terms and Conditions of even date herewith, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (the “Change of Control Agreement”)), then, subject to Section 5(e), in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company or by law, Executive shall be entitled to receive the benefits provided below:

(A) the Company shall pay to Executive his fully earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due (including, without limitation, all accrued and unused vacation);

 

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(B) Executive shall be entitled to receive an amount equal to 1.5 times Executive’s annual base salary (without giving effect to any reductions thereto), payable in three (3) equal installments as follows: (1) one-third (1/3) shall be paid within ten (10) days of the date the condition set forth in Section 5(d) has been satisfied, (2) one-third (1/3) shall be paid on the date that is six (6) months following the Date of Termination, and (3) one-third (1/3) shall be paid on the date that is twelve (12) months following the Date of Termination; provided, however, that any amount described in this Section 5(c)(i)(B) that is unpaid as of the date that is the later of 2.5 months after the end of the calendar year in which Executive’s Date of Termination occurs or 2.5 months after the end of the Company’s fiscal year in which Executive’s Date of Termination occurs shall be paid in cash in a lump sum no later than such date.

(C) for the period beginning on the Date of Termination and ending on the date which is the earlier of (1) the date Executive obtains substantially similar coverage due to subsequent employment or (2) the date which is eighteen (18) full months following the Date of Termination, the Company shall continue in effect at Company cost each welfare coverage of Executive and/or his covered dependents on the same term