8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 2, 2005

TIVO INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27141	77-0463167
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2160 Gold Street, Alviso, California	95002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (408) 519-9100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Other Events.

On March 2, 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of TiVo Inc. (the “Company”) approved the Fiscal Year 2006 Six and Twelve Month Bonus Plans For Executives and the Severance Plan for Full-Time Senior Executives. The Fiscal Year 2006 Six and Twelve Month Bonus Plans For Executives would provide for certain incentive compensation for the Company’s executives (excluding the Chief Executive Officer). Under the Fiscal Year 2006 Six and Twelve Month Bonus Plans For Executives, cash bonuses, if any, will be based on the Company’s achievement of specified corporate goals, as determined by the Compensation Committee and/or the Board of Directors. A summary of the Fiscal Year 2006 Six and Twelve Month Bonus Plans For Executives is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Severance Plan for Full-Time Senior Executives is intended to provide the Company with continuity, stability, and retention of its senior leadership during the Company’s transition between Chief Executive Officers. The Severance Plan for Full-Time Senior Executives provides the Company’s senior executives (excluding the Chief Executive Officer) with certain compensation and benefits in the event a senior executive is involuntary terminated or voluntarily terminated with good reason (defined as a downward change in title, salary, or relocation of more than 50 miles) during its term. A summary of the Severance Plan for Full-Time Senior Executives is attached hereto as Exhibit 10.2 and incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(c) The following exhibits are included with this Report:

Exhibit No.	Description
10.1	TiVo Inc. Fiscal Year 2006 Six and Twelve Month Bonus Plans for Executives.
10.2	TiVo Inc. Severance Plan for Full-Time Senior Executives.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TIVO INC.
Date: March 8, 2005	By:	/s/ David H. Courtney
		David H. Courtney
		Chief Financial Officer and Executive Vice President, Worldwide Operations and Administration
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
10.1	TiVo Inc. Fiscal Year 2006 Six and Twelve Month Bonus Plans for Executives.
10.2	TiVo Inc. Severance Plan for Full-Time Senior Executives.

EX-10.1

EXHIBIT 10.1

TIVO INC. FISCAL YEAR 2006

SIX AND TWELVE MONTH BONUS PLANS FOR EXECUTIVES.

Purpose:

The terms of the TiVo Inc. (the “Company”) Fiscal Year 2006 Six and Twelve Month Bonus Plans for Executives (each the “Six Month Plan” and “Twelve Month Plan”, and together the “Plans”) have been established to reward the Company’s executives for assisting the Company in achieving its operational goals through exemplary performance. Under the Plans, cash bonuses, if any, will be based on the achievement of specified corporate goals, as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) and/or the Board of Directors (the “Board”).

Determination of Fiscal Year 2006 Bonuses:

Target cash bonuses for executives (excluding the Company’s Chief Executive Officer) under the Plans for fiscal year 2006 range from 30% to 50% of the recipient’s base salary. Actual bonuses will be based on the achievement of objective Company performance goals and may be higher or lower than targeted amounts according to a pre-determined formula that will be applied by the Compensation Committee. The objective Company performance goals will be based on meeting certain goals with respect to the Company’s financial performance, subscription growth, product innovation and distribution, and employee recruitment and retention, as well as other Company performance goals that may be determined by the Compensation Committee. Under the Six Month Plan, the Company’s executives will be eligible to receive up to half of their full fiscal year 2006 bonuses at the mid-point of the Company’s fiscal year based upon the Compensation Committee’s assessment of the Company’s progress towards achievement of its pre-determined performance goals for fiscal year 2006. The Board and the Compensation Committee reserve the right to modify these goals, amounts and criteria at any time.

EX-10.2

EXHIBIT 10.2

TIVO INC. SEVERANCE PLAN FOR FULL-TIME SENIOR EXECUTIVES

Purpose:

The terms of the TiVo Inc. (the “Company”) Severance Plan for Full-Time Senior Executives (the “Severance Plan”) have been established to provide the Company with continuity, stability, and retention of its senior leadership during the Company’s transition between Chief Executive Officers.

Terms of the Severance Plan:

The Severance Plan shall remain in effect from the date of its approval by the Compensation Committee until twelve (12) months after the date a new Chief Executive Officer is hired by the Company. Only the Company’s Executive and Senior Vice-Presidents, including Mr. Courtney, Mr. Keast, Mr. Barton, Mr. Roberts, and Mr. Wisk, are eligible to participate. The Severance Plan would only be triggered in the event any of the participants was involuntarily terminated without cause or voluntarily terminated with good reason (defined as a downward change in title, salary, or relocation of more than 50 miles). In the event of a Change of Control, the existing Change of Control agreement for participants will supersede the Severance Plan. If triggered, in exchange for a release of all claims against the Company at the time of termination, a participant would receive from the date of termination: twelve (12) months of accelerated vesting of any unvested stock grants; medical, dental, vision, and life insurance benefits for twelve (12) months; and guaranteed base salary for six (6) months plus an additional six (6) months of salary in the amount of any difference between the participant’s former salary and any new salary the participant may receive from any new employment. The Severance Plan specifically excludes payment of any future executive bonuses.