0001193125-08-081777 Sample Contracts

EXHIBIT A TO NOTICE OF GRANT OF RESTRICTED STOCK BONUS TIVO INC. RESTRICTED STOCK BONUS AGREEMENT
Restricted Stock Bonus Agreement • April 15th, 2008 • Tivo Inc • Cable & other pay television services • California

Pursuant to the Notice of Grant of Restricted Stock Bonus (the “Grant Notice”) to which this Restricted Stock Bonus Agreement (the “Agreement”) is attached, TiVo Inc., a Delaware corporation (the “Company”) has granted to the employee designated in the Grant Notice (the “Employee”) the number of shares of the Company’s Common Stock under the Company’s 1999 Equity Incentive Plan, as amended from time to time (the “Plan”) as set forth in the Grant Notice subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan.

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SIXTH AMENDMENT TO LICENSING AND MARKETING AGREEMENT
Licensing and Marketing Agreement • April 15th, 2008 • Tivo Inc • Cable & other pay television services

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT A TO NOTICE OF GRANT OF RESTRICTED STOCK BONUS TIVO INC. RESTRICTED STOCK BONUS AGREEMENT
Restricted Stock Bonus Agreement • April 15th, 2008 • Tivo Inc • Cable & other pay television services • California

Pursuant to the Notice of Grant of Restricted Stock Bonus (the “Grant Notice”) to which this Restricted Stock Bonus Agreement (the “Agreement”) is attached, TiVo Inc., a Delaware corporation (the “Company”) has granted to the employee designated in the Grant Notice (the “Director”) the number of shares of the Company’s Common Stock under the Company’s 1999 Equity Incentive Plan, as amended from time to time (the “Plan”) as set forth in the Grant Notice subject to the restrictions set forth in this Agreement and the Plan. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan.

FIFTH AMENDMENT TO LICENSING AND MARKETING AGREEMENT
Licensing and Marketing Agreement • April 15th, 2008 • Tivo Inc • Cable & other pay television services

This FIFTH AMENDMENT TO THE LICENSING AND MARKETING AGREEMENT (this “Fifth Amendment”) is made and entered into as of February 15, 2008 by and among Comcast STB Software DVR, LLC, Comcast Corporation, and TiVo Inc. (collectively, the “Parties”).

THIRD AMENDMENT TO AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • April 15th, 2008 • Tivo Inc • Cable & other pay television services

This THIRD AMENDMENT TO THE AMENDED AND RESTATED SERVICES AGREEMENT (this “Third Amendment”) is made effective as of January 25, 2008 (the “Third Amendment Effective Date”) by and between DIRECTV, Inc., a California corporation (“DIRECTV”), and TiVo Inc., a Delaware corporation (“TiVo”) (collectively, the “Parties”).

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