0001193125-08-251359 Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 10th, 2008 • Tivo Inc • Cable & other pay television services • California

THIS SECOND 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 September 16, 2008 (the “Second Restatement Effective Date”).

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AMENDED AND RESTATED DEVELOPMENT AGREEMENT
Development Agreement • December 10th, 2008 • Tivo Inc • Cable & other pay television services • California

THIS AMENDED AND RESTATED DEVELOPMENT AGREEMENT, originally made and entered into as of February 15, 2002 (the “Effective Date”), as amended by that certain First Consolidated Amendment dated October 31, 2002 (the “First Amendment Effective Date”), that certain Second Amendment dated December 20, 2002 (the “Second Amendment Effective Date”), that certain Third Amendment dated January 8, 2003 (the “Third Amendment Effective Date”), that certain Fourth Amendment dated April 17, 2003 (the “Fourth Amendment Effective Date”), that certain Fifth Amendment dated December 19, 2003 (the “Fifth Amendment Effective Date”), that certain Sixth Amendment dated April 30, 2004 (the “Sixth Amendment Effective Date”), that certain Seventh Amendment dated April 7, 2006 (the “Seventh Amendment Effective Date”) and that certain Eighth Amendment dated July 25, 2007 (the “Eighth Amendment Effective Date”), by and between TIVO INC., a Delaware corporation (“TiVo”), and DIRECTV, INC., a California corporation

SECOND AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • December 10th, 2008 • Tivo Inc • Cable & other pay television services • California

THIS SERVICES AGREEMENT, originally made and entered into as of February 15, 2002 (the “Effective Date”), as amended by that First Amendment to the Services Agreement dated as of October 3, 2003 by and between TIVO INC., a Delaware corporation (“TiVo”), and DIRECTV, INC., a California corporation (“DIRECTV”), as amended and restated in full as of March 31, 2005 (the “First Restatement Effective Date”) and as amended by that First Amendment to the Amended and Restated Services Agreement dated as of April 7, 2006, that Second Amendment to the Amended and Restated Services Agreement dated as of July 25, 2007, and that Third Amendment to the Amended and Restated Services Agreement dated as of January 25, 2008, is hereby amended and restated in full as of September 2, 2008 (the “Second Restatement Effective Date”). (As so amended and restated herein, the “Agreement.”)

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