0001193125-05-183149 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 9th, 2005 • Tivo Inc • Cable & other pay television services • California

THIS 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 July 1, 2005 (the “Effective Date”).

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TIVO INC. RESTRICTED STOCK BONUS AGREEMENT
Restricted Stock Bonus Agreement • September 9th, 2005 • Tivo Inc • Cable & other pay television services • California

This Restricted Stock Bonus Agreement (the “Agreement”) is made as of , 20 , by and between TiVo Inc., a Delaware corporation (the “Company”), and (“Employee”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Company’s 1999 Equity Incentive Plan (the “Plan”).

TIVO INC. STOCK APPRECIATION RIGHT AGREEMENT
Stock Appreciation Right Agreement • September 9th, 2005 • Tivo Inc • Cable & other pay television services

Pursuant to this Stock Appreciation Right Agreement (the “Agreement”) TiVo Inc., a Delaware corporation (the “Company”) has granted you the right to the appreciation on the number of shares of Common Stock indicated in Section 1 below at the exercise price indicated in Section 3 below. Defined terms not explicitly defined in this Agreement but defined in the Company’s 1999 Equity Incentive Plan (the “Plan”) shall have the same definitions as in the Plan.

TIVO INC. STOCK OPTION AGREEMENT
Stock Option Agreement • September 9th, 2005 • Tivo Inc • Cable & other pay television services

Pursuant to the Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, TiVo, Inc. (the “Company”) has granted you an option under its 1999 Equity Incentive Plan (the “Plan”) to purchase the number of shares of Common Stock indicated in the Grant Notice at the exercise price indicated in the Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement or the Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

EMPLOYMENT TRANSITION AGREEMENT
Employment Transition Agreement • September 9th, 2005 • Tivo Inc • Cable & other pay television services • California

This Employment Transition Agreement (this “Agreement”) is entered into between Michael Ramsay, an individual (“Executive”), and TiVo Inc., (the “Company”), effective as of July 29, 2005 (the “Effective Date”).

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