Exhibit 17
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NOMINEE AGREEMENT
THIS NOMINEE AGREEMENT is entered into as of September 20, 2000, by
and between NATIONAL BROADCASTING COMPANY, INC. ("NBC") and XXXXX X. XXXXXX
("Xxxxxx").
RECITALS
WHEREAS, Xxxxxx has received an option to purchase 20,000 shares of
the Common Stock of TIVO INC. ("TiVo") pursuant to the TiVo 1999 Non-Employee
Directors' Stock Option Plan (the "Plan"), and Xxxxxx will automatically
receive annual options under the Plan as long as he is serving as a
non-employee director of TiVo (collectively the "Options");
WHEREAS, TiVo has granted, and will grant, the Options to Xxxxxx in
connection with his service to TiVo as a non-employee director;
WHEREAS, Xxxxxx has provided, and will provide, such services to
TiVo solely in his capacity as an employee of, and at the request of, NBC
and, accordingly, the Options are the property of NBC;
WHEREAS, solely for convenience, Xxxxxx has acquired, and will
acquire, legal title to the Options;
WHEREAS, NBC desires that Xxxxxx hold the Options merely as nominee
for NBC; and
WHEREAS, Xxxxxx agrees to hold the Options solely as nominee for NBC.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged hereby, the parties hereto agree as
follows:
AGREEMENT
1. Xxxxxx agrees that he will hold the Options merely as nominee for
NBC. Xxxxxx agrees that he has no discretionary duties with respect to the
Options but must act only on explicit instructions of NBC. Xxxxxx agrees to
act upon such instructions.
2. Xxxxxx agrees to hold the Options for convenience only and
acknowledges that he will not have and agrees that he will not assert
ownership of the Options (except in his capacity as an equity holder of
General Electric Company).
3. Xxxxxx agrees to fully account to NBC as to the Options.
4. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, that all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first above written.
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
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Name: Xxxxxxxxx X. Xxxxxx
Title: Assistant Secretary
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
The undersigned hereby acknowledges and
consents to the duties and obligations of
XXXXXX to NBC as a nominee thereof under
this Agreement.
TiVO INC.
By:/s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Vice President and General Counsel
