Exhibit 10.10
T I V O I NC .
A MENDED & R ESTATED 1999 N ON -E MPLOYEE D IRECTORS ’ S TOCK O PTION P LAN
S TOCK O PTION A GREEMENT
Pursuant to your Stock Option Grant
Notice (“Grant Notice”) and this Stock Option
Agreement, TiVo Inc. (the “Company”) has granted you an
option under its 1999 Non-Employee Directors’ Stock Option
Plan (the “Plan”) to purchase the number of shares of
the Company’s Common Stock indicated in your Grant Notice at
the exercise price indicated in your Grant Notice. Defined terms
not explicitly defined in this Stock Option Agreement but defined
in the Plan shall have the same definitions as in the
Plan.
The details of your option are as
follows:
1. V ESTING . Subject to the limitations contained herein,
your option will vest as provided in your Grant Notice, provided
that vesting will cease upon the termination of your Continuous
Service.
2. N UMBER OF S HARES AND E XERCISE P RICE .
The number of shares of Common Stock subject to your option and
your exercise price per share referenced in your Grant Notice may
be adjusted from time to time for Capitalization Adjustments, as
provided in the Plan.
3. E XERCISE . Y ou
may elect at any time during the term of your option to exercise
all or part of your option as to shares of Common Stock that have
vested.
4. M ETHOD OF P AYMENT . Payment of the exercise price is due in full
upon exercise of all or any part of your option. You may elect to
make payment of the exercise price in cash or by check or by one or
more of the following:
(a) Provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall Street
Journal , pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board that, prior to the
issuance of Common Stock, results in either the receipt of cash (or
check) by the Company or the receipt of irrevocable instructions to
pay the aggregate exercise price to the Company from the sales
proceeds.
(b) Provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall Street
Journal , by delivery of already-owned shares of Common Stock
either that you have held for the period required to avoid a charge
to the Company’s reported earnings (generally six months) or
that you did not acquire, directly or indirectly from the Company,
that are owned free and clear of any liens, claims, encumbrances or
security interests, and that are valued at Fair Market Value on the
date of exercise. “Delivery” for these purposes, in the
sole discretion of the Company at the time you exercise your
option,
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shall include delivery to the Company of your
attestation of ownership of such shares of Common Stock in a form
approved by the Company. Notwithstanding the foregoing, you may not
exercise your option by tender to the Company of Common Stock to
the extent such tender would violate the provisions of any law,
regulation or agreement restricting the redemption of the
Company’s stock.
5. W HOLE S HARES .
You may exercise your option only for whole shares of Common
Stock.
6. S ECURITIES L AW C OMPLIANCE . Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the
shares of Common Stock issuable upon such exercise are then
registered under the Securities Act or, if such shares of Common
Stock are not then so registered, the Company has determined
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