10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2007

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to              to             

Commission file number 000-27141

TIVO INC.

(Exact name of registrant as specified in its charter)

Delaware	77-0463167
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2160 Gold Street, P.O. Box 2160, Alviso, CA 95002

(Address of principal executive offices including zip code)

(408) 519-9100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer  ¨    Accelerated Filer  x    Non-Accelerated Filer    ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x.

The number of shares outstanding of the registrant’s common stock, $0.001 par value, was 97,536,832 as of May 31, 2007.

		Page
PART I FINANCIAL INFORMATION		5
ITEM 1.	FINANCIAL STATEMENTS.	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	33
ITEM 4.	CONTROLS AND PROCEDURES.	33
PART II OTHER INFORMATION		33
ITEM 1.	LEGAL PROCEEDINGS.	33
ITEM 1A.	RISK FACTORS.	34
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	34
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	35
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.	35
ITEM 5.	OTHER INFORMATION.	35
ITEM 6.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	35
	SIGNATURES AND OFFICER CERTIFICATION	36

^©2007 TiVo Inc. All Rights Reserved.

Except as the context otherwise requires, the terms “TiVo,” “Registrant,” “company,” “we,” “us,” or “our” as used herein are references to TiVo Inc. and its consolidated subsidiaries.

2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to, among other things:

• our future investments in subscription acquisition activities, including rebate offers to consumers, offers of bundled hardware and service subscriptions, advertising expenditures, and other marketing activities;

• our future earnings including expected future service and technology revenues and future TiVo-Owned and DIRECTV average revenue per subscription;

• expectations of the growth in the future DVR market generally;

• our financial results, and expectations for profitability in the future;

• possible future increases in our general and administrative expenses, including expenditures related to lawsuits involving us;

• possible future increases in our operating expenses, including increases in customer support and retention expenditures;

• future subscription growth or attrition of both TiVo-Owned and third party service provider subscriptions (such as DIRECTV, Comcast, Cox, and Seven);

• expectation of future technology and service revenues from third parties, such as Comcast, Cox, and Seven and future deployment of the TiVo service by them;

• our estimates of the useful life of TiVo-enabled DVRs in connection with the recognition of revenue received from product lifetime subscriptions;

• consumer rebate redemption rates and expenses associated with sales incentive programs;

• expectations regarding the seasonality of our business and subscription additions;

• our intentions to continue to grow the number of TiVo-Owned subscriptions through our relationships with major retailers;

• our expectations related to future increases in advertising and audience research measurement revenues;

• our expectations related to changes in the cost of our hardware revenues and the reasons for changes in the volume of DVRs sold to retailers;

• our ability to fund operations, capital expenditures, and working capital needs during the next year;

• our ability to raise additional capital through the financial markets in the future;

• our services and operations internationally;

• our ability to perform or comply with laws, regulations, and requirements different than those in the United States; and

• our ability to oversee our outsourcing of manufacturing processes and engineering work, and management of our inventory.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “intend,” “estimate,” “continue,” “ongoing,” “predict,” “potential,” and “anticipate” or similar expressions or the negative of those terms or expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Such factors include, among others, the information contained under the caption Part II, Item 1A. “Risk Factors” in this quarterly report and contained under the caption Part I, Item 1A “Risk Factors” in our most recent annual report on Form 10-K. The reader is cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date of this quarterly report and we undertake no obligation to publicly update or revise any forward-looking statements in this quarterly report.

3

The reader is strongly urged to read the information set forth under the caption Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part II, Item 1A, “Risk Factors” for a more detailed description of these significant risks and uncertainties.

4

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

TIVO INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(unaudited)

	April 30, 2007			January 31, 2007
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	59,061		$	89,079
Short-term investments		42,723			39,686
Accounts receivable, net of allowance for doubtful accounts of $690 and $271		18,158			20,641
Inventories		29,961			29,980
Prepaid expenses and other, current		2,500			3,071
Total current assets		152,403			182,457
LONG-TERM ASSETS
Property and equipment, net		11,453			11,706
Purchased technology, capitalized software, and intangible assets, net		15,957			16,769
Prepaid expenses and other, long-term		968			1,018
Total long-term assets		28,378			29,493
Total assets	$	180,781		$	211,950
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	15,138		$	37,127
Accrued liabilities		29,797			36,542
Deferred revenue, current		62,393			64,872
Total current liabilities		107,328			138,541
LONG-TERM LIABILITIES
Deferred revenue, long-term		48,800			54,851
Deferred rent and other		1,415			1,562
Total long-term liabilities		50,215			56,413
Total liabilities		157,543			194,954
COMMITMENTS AND CONTINGENCIES (see Note 7)
STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.001:
Authorized shares are 10,000,000;
Issued and outstanding shares—none		—			—
Common stock, par value $0.001:
Authorized shares are 150,000,000;
Issued shares are 97,562,699 and 97,311,986, respectively and outstanding shares are 97,468,288 and 97,231,483, respectively		98			97
Additional paid-in capital		764,805			759,314
Accumulated deficit		(741,010	)		(741,845	)
Less: Treasury stock, at cost—94,411 and 80,503 shares, respectively		(655	)		(570	)
Total stockholders’ equity		23,238			16,996
Total liabilities and stockholders’ equity	$	180,781		$	211,950

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share and share amounts)

(unaudited)

	Three Months Ended April 30,
	2007			2006
Revenues
Service and technology revenues	$	58,087		$	55,034
Hardware revenues		2,293			1,719
Net revenues		60,380			56,753
Cost of revenues
Cost of service and technology revenues (1)		13,662			17,801
Cost of hardware revenues		10,648			15,146
Total cost of revenues		24,310			32,947
Gross margin		36,070			23,806
Research and development (1)		14,245			12,861
Sales and marketing (1)		5,303			4,847
Sales and marketing, subscription acquisition costs		5,790			2,783
General and administrative (1)		11,222			15,059
Total operating expenses		36,560			35,550
Loss from operations		(490	)		(11,744	)
Interest income		1,416			1,062
Interest expense and other		(83	)		(3	)
Income (loss) before income taxes		843			(10,685	)
Provision for income taxes		(8	)		(19	)
Net income (loss)	$	835		$	(10,704	)
Net income (loss) per common share—basic and diluted	$	0.01		$	(0.13	)
Weighted average common shares used to calculate basic net income (loss) per share		96,829,128			85,133,631
Weighted average common shares used to calculate diluted net income (loss) per share		98,046,685			85,133,631
(1) Includes stock-based compensation expense as follows :
Cost of service and technology revenues	$	620		$	297
Research and development		1,628			1,118
Sales and marketing		476			340
General and administrative		1,916			1,332

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

TIVO INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

	Three Months Ended April 30,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	835		$	(10,704	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of property and equipment and intangibles		2,620			1,730
Stock-based compensation expense		4,640			3,087
Changes in assets and liabilities:
Accounts receivable, net		2,483			1,039
Inventories		19			(2,237	)
Prepaid expenses and other		621			4,952
Accounts payable		(22,009	)		4,048
Accrued liabilities		(6,745	)		(13,901	)
Deferred revenue		(8,530	)		(2,516	)
Deferred rent and other long-term liabilities		(147	)		352
Net cash used in operating activities	$	(26,213	)	$	(14,150	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short-term investments		(3,037	)		(28	)
Acquisition of property and equipment		(1,160	)		(1,436	)
Acquisition of capitalized software and intangibles		(375	)		—
Net cash used in investing activities	$	(4,572	)	$	(1,464	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock related to exercise of common stock options		852			3,724
Treasury Stock—repurchase of stock for tax withholding		(85	)		—
Net cash provided by financing activities	$	767		$	3,724
NET DECREASE IN CASH AND CASH EQUIVALENTS	$	(30,018	)	$	(11,890	)
CASH AND CASH EQUIVALENTS:
Balance at beginning of period		89,079			85,298
Balance at end of period	$	59,061		$	73,408

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

TIVO INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. NATURE OF OPERATIONS

TiVo Inc. (together with its subsidiaries the “Company” or “TiVo”) was incorporated in August 1997 as a Delaware corporation and is located in Alviso, California. TiVo is a provider of technology and services for digital video recorders (DVRs). The subscription-based TiVo service (the “TiVo service”) improves home entertainment by providing consumers with an easy way to record, watch, and control television. TiVo also provides a unique advertising platform and audience research measurement services. The Company conducts its operations through one reportable segment.

The Company continues to be subject to a number of risks, including delays in product and service developments; competitive service offerings; lack of market acceptance; uncertainty of future profitability; the dependence on third parties for manufacturing, marketing, and sales support; the intellectual property claims against the Company; and dependence on its relationships with third parties such as Comcast and Cox for subscription growth. The Company anticipates that its business will continue to be seasonal and expects to generate a significant portion of its new subscriptions for this fiscal year ending January 31, 2008 during and immediately after the holiday shopping season.

Unaudited Interim Condensed Consolidated Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited interim condensed consolidated financial statements do not contain all of the information and footnotes required by generally accepted accounting principles for complete audited annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of April 30, 2007 and January 31, 2007 and the results of operations for the three-month periods ended April 30, 2007 and 2006 and condensed consolidated statements of cash flows for the three-month periods ended April 30, 2007 and 2006. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, including the notes thereto, included in the Company’s annual report on Form 10-K for the fiscal year ended January 31, 2007. Operating results for the three-month period ended April 30, 2007 are not necessarily indicative of results that may be expected for this fiscal year ending January 31, 2008.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.

In prior years, the Company presented rebates, revenue share, and other payments to channel as a separate line item in its Statement of Operations. Commencing in the first quarter of fiscal 2008 the Company now includes this line item primarily in related net revenues and to a lesser extent within sales and marketing, subscription acquisition costs. All prior year’s amounts have been reclassified to conform to the current year presentation.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The estimates and judgments affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, the Company evaluates its estimates, including those related to customer programs and incentives, product returns, inventories and related reserves, warranty obligations, contingencies, stock compensation and litigation. The Company bases estimates on historical experience and on other assumptions that its management believes are reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when those values are not readily apparent from other sources. Actual results could differ from these estimates.

8

Revenue Recognition and Deferred Revenue

The Company generates service revenues from fees for providing the TiVo service to consumers and through the sale of advertising and audience research measurement services. The Company also generates technology revenues from licensing technology and by providing engineering professional services. In addition, the Company generates hardware revenues from the sale of hardware products that enable the TiVo service.

Service Revenues. Included in service revenues are revenues from recurring and prepaid subscription plans to the TiVo service and fees received from the sale of advertising and audience research measurement services. Monthly and prepaid fixed-length subscription revenues are recognized over the period the service is provided. Subscription revenues from product lifetime subscriptions are recognized ratably over a four-year period, which is the Company’s estimate of the useful life of a TiVo-enabled DVR. End users have the right to cancel their subscription within 30 days of the activation for a full refund. TiVo establishes allowances for expected subscription cancellations. Also included in service revenues are fees received from third parties, such as DIRECTV, for provision of the TiVo service that are recognized as earned.

Technology Revenues. The Company recognizes technology revenues under technology license and engineering services agreements in accordance with the SOP 97-2, “Software Revenue Recognition,” as amended. For each agreement or arrangement, the Company determines whether evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is probable. Revenue recognition is deferred until such time as all of the criteria are met. Elements included in the Company’s arrangements may include technology licenses and associated maintenance and support, engineering services and other services. Under SOP 97-2, vendor specific objective evidence (“VSOE”) of fair value is required for all undelivered elements in order to recognize revenue related to the delivered element. The timing of revenue recognition related to these transactions will depend, in part, on whether the Company can establish VSOE for undelivered elements and on how these transactions are structured. As such, revenue recognition may not correspond to the timing of related cash flows or the Company’s work effort. In accordance with EITF 01-09, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendors Products)”, certain payments to hardware manufacturers such as revenue share are shown as a reduction of technology revenues if the Company has generated technology revenues from these manufacturers. TiVo’s policy is to reduce revenue when these payments are incurred and fixed or determinable.

In arrangements which include engineering services that are essential to the functionality of the licensed technology or involve significant customization or modification of the software, the Company recognizes revenue using the percentage-of-completion method, as described in SOP 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts,” if the Company believes it is able to make reasonably dependable estimates of the extent of progress toward completion. The Company measures progress toward completion using an input method based on the ratio of costs incurred, principally labor, to date to total estimated costs of the project. These estimates are assessed continually during the term of the contract, and revisions are reflected when the changed conditions become known. In some cases, the Company accepted engineering services contracts that were expected to be losses at the time of acceptance in order to gain experience in developing new technology that could be used in future products and services. Provisions for losses on contracts are recorded when estimates indicate that a loss will be incurred on a contract. In some cases, it may not be possible to separate the various elements within the arrangement due to a lack of VSOE for undelivered elements in the contract. In these situations, provided that the Company is reasonably assured that no loss will be incurred under the arrangement, the Company recognizes revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs, until the engineering professional services are complete. Thereafter, any remaining revenue is recognized over the period of the maintenance and support or other services that are provided.

Hardware Revenues. For product sales to distributors, revenues are recognized upon product shipment to the distributors or receipt of the products by the distributor, depending on the shipping terms, provided that all fees are fixed or determinable, evidence of an arrangement exists and collectibility is reasonably assured. End users have the right to return their product within 30 days of the purchase. TiVo establishes allowances for expected product returns in accordance with SFAS No. 48, “Revenue Recognition When Right of Return Exists”. These allowances are recorded as a direct reduction of revenues and accounts receivable.

In accordance with EITF 01-09, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendors Products)”, certain payments to retailers and distributors such as market development funds and revenue share are shown as a reduction of hardware revenues rather than

9

as a sales and marketing expense. TiVo’s policy is to reduce revenue when these payments are incurred and fixed or determinable. The Company also records rebates offered to consumers as a reduction of hardware revenue. The Company adjusts its rebate liability periodically for changes in redemption rates, changes in duration and amounts of rebate programs and channel inventory quantities subject to such changes.

Bundled Sales Programs. Prior to March 15, 2006, the Company sold DVRs directly to end-users at no cost or at a substantial discount when bundled with a gift subscription contract under certain marketing or promotion programs. These were considered multiple element arrangements, which met the requirements for separation under Emerging Issues Task Force (EITF) 00-21, “Revenue Arrangements with Multiple Deliverables.” The prepaid fee was allocated to the hardware and service based on their relative fair values and recognized in accordance with the respective accounting policies stated above.

Beginning on March 15, 2006, the Company began selling the DVR and service directly to end-users through bundled sales programs through the TiVo website. Under these bundled programs, the customer receives a DVR and commits to a minimum subscription period of one to three years and has the option to either pay a monthly fee over the subscription term (monthly program) or to prepay the subscription fee in advance (prepaid program). After the initial committed subscription term, the customers have various pricing options at which they can renew the subscription. During the quarter ended April 30, 2006, these bundled sale programs did not meet the requirements for separation under EITF 00-21 because the Company did not have fair value for the undelivered subscription element. As a result, for both the monthly and prepaid programs, revenue was recognized ratably over the subscription period and was classified as Service Revenue in the accompanying consolidated statements of operations. However, as of the quarter ended July 31, 2006, the bundled sales programs had met the requirements for separation under EITF 00-21 since TiVo had sufficient data to support fair value for the subscription element in the arrangement. As a result, for these programs or for monthly packages with a hardware upgrade fee, revenue is now allocated between hardware revenue for the DVR and service revenue for the subscription using the residual value method, with the DVR revenue recognized upon delivery and the subscription revenue being initially deferred and recognized over the term of the service commitment.

Allowance for doubtful accounts

TiVo also maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. The Company reviews its trade receivables by aging category to identify customers with significant known disputes or collection issues. For accounts not specifically identified, the Company provides reserves based on the age of the receivable. In determining the reserve, the Company makes judgments about the credit-worthiness of significant customers based on ongoing credit evaluations. TiVo also considers its historical level of credit losses and current economic trends that might impact the level of future credit losses.

	Beginning Balance		Charged to Operating Expenses		Deductions(*)		Ending Balance
	(in thousands)
Allowance for doubtful accounts:
April 30, 2007	$	271	$	419	$	—	$	690

(*) Deductions related to the allowance for doubtful accounts represent amounts written off against the allowance, less recoveries.

Inventories and Inventory Valuation

Inventories consist primarily of finished DVR units and are stated at the lower of cost or market on an aggregate basis, with cost determined using the first-in, first-out method. The Company performs a detailed assessment of excess and obsolete inventory and purchase commitments at each balance sheet date, which includes a review of, among other factors, demand requirements and market conditions. Based on this analysis, the Company records adjustments, when appropriate, to reflect inventory of finished products and materials on hand at lower of cost or market and to reserve for products and materials which are not forecasted to be used in future production. As of January 31, 2007, we impaired $2.0 million in inventory and reserved approximately $500,000 for excess non-cancelable purchase commitments, of which $1.9 million and $500,000, respectively, remains on our balance sheet as of April 30, 2007. Should actual market conditions differ from the Company’s estimates, the Company’s future results of operations could be materially affected.

10

Business Concentrations and Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents, short-term investments, and trade receivables. The Company currently invests the majority of its cash in money market funds and maintains them with several financial institutions with high credit ratings. The Company also invests in US treasury bonds and auction rate securities. As part of its cash management process, the Company performs periodic evaluations of the relative credit ratings of these financial institutions. The Company has not experienced any credit losses on its cash, cash equivalents, or short-term investments.

The majority of the Company’s customers are concentrated in the United States. The Company is subject to a minimal amount of credit risk related to service revenue contracts as these are primarily paid through credit cards. DIRECTV represented approximately 9% and 12%, of net revenues and 22% and 26%, of net accounts receivable for the quarters ended April 30, 2007 and 2006, respectively. The Company sells its TiVo-enabled DVR to retailers under customary credit terms and generally requires no collateral. One retailer accounted for 10% and 25%, of the net accounts receivable for the quarters ended April 30, 2007 and 2006, respectively. The Company is dependent on sole suppliers for several key components, assemblies, and services. The Company has an agreement with Tribune Media Services, the sole supplier of the Company’s programming guide data for the TiVo service, which runs through 2012, with the option to extend to 2016. The Company does not have a long-term written supply agreement with Broadcom, the sole supplier of the MPEG2 encoder and decoder semiconductor devices in certain of the Company’s DVR models. In instances where a supply agreement does not exist and suppliers fail to perform their obligations, the Company may be unable to find alternative suppliers or deliver its products and services to its customers on time, if at all.

The TiVo service is enabled through the use of a DVR manufactured for TiVo by a third-party contract manufacturer and from time-to-time a limited number of other third parties. The Company also relies on third parties to whom we outsource supply-chain activities related to inventory warehousing, order fulfillment, distribution, and other direct sales logistics. The Company cannot be sure that these parties will perform their obligations as expected or that any revenue, cost savings, or other benefits will be derived from the efforts of these parties. If any of these parties breaches or terminates their agreement with TiVo or otherwise fails to perform their obligations in a timely manner, the Company may be delayed or prevented from commercializing its products and services.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting SFAS 157 on its consolidated financial statements.

In June 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” The interpretation contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company’s adoption of FIN 48 on February 1, 2007 has not had a significant impact on the Company’s financial position and results of operations.

In September 2006, the FASB issued EITF No. 06-1, “Accounting for Consideration Given by a Service Provider to Manufacturers or Resellers of Equipment Necessary for an End-Customer to Receive Service from the Service Provider.” The EITF concluded that if consideration given by a service provider to a third-party manufacturer or a reseller that is not the service provider’s customer can be linked contractually to the benefit received by the service provider’s customer, a service provider should account for the consideration in accordance with EITF No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer.” EITF No. 06-1 is effective for annual reporting periods beginning after June 15, 2007. We are currently evaluating the effects that EITF No. 06-1 will have on our consolidated results of operations and financial position.

11

3. EQUITY INCENTIVE PLANS

The Company has a share-based compensation program that provides equity incentives for employees, officers, non-employee board members, and consultants. This program includes incentive and non-statutory stock option awards, stock appreciation rights awards, restricted stock awards and an automatic grant program for non-employee board members pursuant to which such individuals will receive option grants or other stock awards at designated intervals over their period of board service.

These awards are granted under various plans, all of which are stockholder approved. Grants and awards under the discretionary grant program generally vest as follows: 25% of the shares vest on the first anniversary of the vesting commencement date and the remaining 75% vest ratably over the next 36 months of continued service. The vesting periods for options granted to continuing employees vary, but typically vest monthly over a 48 month period. Initial options granted to new directors vest monthly over four years from the date of grant. Annual options granted to existing directors vest 100% on the first anniversary of their grant. Upon exercise, the Company issues new options from shares reserved for issuance. Additionally, the Company has an Employee Stock Purchase Plan (“ESPP”) that allows employees to purchase shares of common stock at 85% of the fair market value on specified dates.

Stock Award Activity

A summary of the stock options activity and related information for the three months ended April 30, 2007 is as follows:

	Shares		Weighted- Average Exercise Price		Aggregate Intrinsic Value
	(in thousands)				(in thousands)
Outstanding at January 31, 2007	18,170		$	7.19	$	5,482
Grants	5,926			6.18
Exercises	(193	)		4.39
Forfeitures or expirations	(543	)		8.16
Outstanding at April 30, 2007	23,360		$	6.94	$	11,989

The aggregate intrinsic value in the preceding table is based on options with an exercise price less than the Company’s closing stock price of $6.41 as of April 30, 2007, which would have been received by the option holders had those option holders exercised their options as of that date. Total intrinsic value of options exercised was $330,000 and $2.1 million for the quarters ended April 30, 2007 and 2006, respectively.

Net cash proceeds from the exercise of stock options were $852,000 and $3.7 million for the quarters ended April 30, 2007 and 2006, respectively. Options outstanding that have vested and are expected to vest as of April 30, 2007 are as follows:

	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)				(in thousands)
Exercisable	10,318	$	7.88	5.64	$	6,874
Vested and expected to vest	22,049	$	6.98	7.47	$	11,462

12

Options outstanding that are expected to vest are net of estimated future option forfeitures in accordance with the provisions of SFAS No. 123R, which are estimated when compensation costs are recognized.

Restricted Stock Awards

The Company had 516,032 restricted stock awards outstanding as of April 30, 2007, which were excluded from the options outstanding balances in the preceding tables. The total aggregate grant date fair value was $3.5 million. Aggregate intrinsic value of restricted stock awards at April 30, 2007 was $3.3 million based on the Company’s closing stock price on April 30, 2007. Approximately 36,000 and 10,000 of the previously granted restricted stock awards vested during the quarters ended April 30, 2007 and 2006, respectively. The grant of these restricted stock awards has been deducted from the shares available for grant under the Company’s stock option plans. The total fair value of restricted stock awards vested was $257,000, and $71,000 for the quarters ended April 30, 2007 and 2006, respectively.

The following table summarizes the Company’s unvested stock activity for the quarter ended April 30, 2007 :

	Number of Shares		Weighted-Average Grant Date Fair Value
	(in thousands)
Unvested stock at January 31, 2007	496		$	6.91
Granted	61		$	6.18
Vested	(37	)	$	7.05
Forfeited	(4	)	$	6.71
Unvested stock at April 30, 2007	516		$	6.82

Performance-Based Awards

Under the 1999 Plan, the Company authorized performance-based restricted stock awards for selected executives and other key employees. The number of awards to be issued, the grant date and exercise price will be determined in the first quarter of the fiscal year ending January 31, 2009 based upon meeting various departmental and company-wide performance goals for this fiscal year ending January 31, 2008 or based on the achieved date. The expected numbers of awards to be issued are 172,000 shares for restricted stock. The vesting period for restricted stock awards varies with each grant, gut generally these restricted stock awards will vest 25% within two weeks after the date of grant with the remaining vesting 37.5% on the one year anniversary of the grant date and the remaining 37.5% on the second year anniversary of the grant date. As of April 30, 2007, total compensation cost recognized related to these performance-based awards was approximately $19,000. As of April 30, 2007, $936,000 of total unrecognized compensation cost related to these awards is expected to be recognized over a weighted-average period of 2.82 years. Both the cumulative recognized compensation costs and the unrecognized compensation costs related to the awards are subject to periodic re-measurement until a measurement date is achieved.

13

4. STOCK-BASED COMPENSATION

No income tax benefit was realized from stock option exercises during the quarters ended April 30, 2007 and 2006. In accordance with SFAS 123R, the Company presents excess tax benefits from the exercise of stock options, if any, as financing cash flows rather than operating cash flows.

As of April 30, 2007, $48.3 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 3.05 years. As of April 30, 2007, $2.3 million of total unrecognized compensation costs related to unvested restricted stock is expected to be recognized over a weighted-average period of 1.75 years.

14

SFAS No. 123R requires the use of a valuation model to calculate the fair value of stock-based awards. The Company has elected to use the Black-Scholes option-pricing model, which incorporates various assumptions including volatility, expected life, and interest rate. The expected volatility is based on a combination of historical volatility of the Company’s common stock and implied volatility in market traded options on the Company’s common stock. The expected life of an award is based on the simplified calculation of expected life pursuant to Staff Accounting Bulletin No. 107 “Share Based Payments”. The interest rate is based on the average of U.S. Treasury yield curve for the expected life of the award.

The assumptions used for the quarters ended April 30, 2007 and 2006, respectively, and the resulting estimates of weighted-average fair value per share of options granted during those periods are as follows:

	Stock Options
	Three Months Ended April 30,
	2007			2006
Expected life (in years)		6.25			6.25
Volatility		69	%		86	%
Average risk free interest rate		4.58	%		4.79	%
Dividend Yield		0	%		0	%
Weighted-average fair value during the period	$	4.11		$	5.14

5. INDEMNIFICATION ARRANGEMENTS AND GUARANTEES

Product Warranties

The Company’s standard warranty period to consumers for TiVo-enabled DVRs is 90 days from the date of consumer purchase (“Limited Warranty”). Within the limited warranty period, consumers are offered a no-charge exchange for TiVo-enabled DVRs returned due to product defect. Thereafter, consumers may exchange a TiVo-enabled DVR with a product defect for a charge. At April 30, 2007 and 2006, the accrued warranty reserve was $208,000 and $193,000, respectively. The Company’s accrued warranty reserve is included in accrued liabilities in the accompanying consolidated balance sheets.

Indemnification Arrangements

The Company undertakes indemnification obligations in its ordinary course of business. For instance, the Company has undertaken to indemnify its underwriters and certain investors in connection with the issuance and sale of its securities. The Company has also undertaken to indemnify certain customers and business partners for, among other things, the licensing of its products, the sale of its DVRs, and the provision of engineering and consulting services. Pursuant to these agreements, the Company may indemnify the other party for certain losses suffered or incurred by the indemnified party in connection with various types of claims, which may include, without limitation, intellectual property infringement, advertising and consumer disclosure laws, certain tax liabilities, negligence and intentional acts in the performance of services and violations of laws, including certain violations of securities laws with respect to underwriters and investors. The term of these indemnification obligations is generally perpetual. The Company’s obligation to provide indemnification would arise in the event that a third party filed a claim against one of the parties that was covered by the Company’s indemnification obligation. As an example, if a third party sued a customer for intellectual property infringement and the Company agreed to indemnify that customer against such claims, its obligation would be triggered. In some cases, the Company’s indemnification obligations are only triggered if the indemnified party complies with certain requirements such as providing the Company timely notice of the claim of infringement and granting the Company control of any settlement or defense. Additionally, in some cases, the Company’s indemnification obligations may be mitigated; for example, by providing the indemnified party with a substitute, non-infringing technology, product or service.

The Company is unable to estimate with any reasonable accuracy the liability that may be incurred pursuant to its indemnification obligations. A few of the variables affecting any such assessment include but are not limited to: the nature of the claim asserted; the relative merits of the claim; the financial ability of the party suing the indemnified party to engage in protracted litigation; the number of parties seeking indemnification; the nature and amount of damages claimed by the party suing the indemnified party; and

15

the willingness of such party to engage in settlement negotiations.] During the period of calendar year 2002 through 2006, the Company incurred legal fees in the amount of $6.1 million in connection with the indemnification and defense of a claim against one of its manufacturers. In the quarter ended April 30, 2007 we incurred $1.5 million in general and administrative expense in connection with one of our customer’s settlement of a legal dispute. This amount is accrued on our condensed consolidated balance sheet as of April 30, 2007. However, each indemnification obligation is unique and the expenses described above do not necessarily provide a reasonable measure of liability that may be expected to be incurred pursuant to the Company’s indemnification obligations. Due to the nature of the Company’s potential indemnity liability, its indemnification obligations could range from immaterial to having a material adverse impact on its financial position and its ability to continue operation in the ordinary course of business.

Under certain circumstances, the Company may have recourse through its insurance policies that would enable it to recover from its insurance company some or all amounts paid pursuant to its indemnification obligations. The Company does not have any assets held either as collateral or by third parties that, upon the occurrence of an event requiring it to indemnify a customer, the Company could obtain and liquidate to recover all or a portion of the amounts paid pursuant to its indemnification obligations.

6. NET INCOME (LOSS) PER COMMON SHARE

The following table sets forth the computation of basic and diluted earnings per common share:

	Three Months Ended April 30,
	2007		2006
	(In thousands, except per share amounts)
Numerator:
Net income (loss)	$	835	$	(10,704	)
Denominator:
Weighted average shares outstanding, excluding repurchasable common stock and unvested restricted stock		96,829		85,134
Weighted average effect of dilutive securities:
Stock options and restricted stock		1,218		—
Denominator for diluted net income (loss) per common share		98,047		85,134
Basic net income (loss) per common share	$	0.01	$	(0.13	)
Diluted net income (loss) per common share	$	0.01	$	(0.13	)

The weighted average number of shares outstanding used in the computation of basic and diluted net income (loss) per share does not include the effect of the following potentially outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted net income (loss) per share because the effect would have been antidilutive:

	As of April 30,
	2007	2006
Unvested restricted stock outstanding	—	539,303
Options to purchase common stock	19,013,803	18,808,792
Potential shares to be issued from ESPP	166,249	172,667
Warrants to purchase common stock	—	3,515,524
Total	19,180,052	23,036,286

16

7. COMMITMENT AND CONTINGENCIES

Legal Matters

Intellectual Property Litigation. On January 5, 2004, TiVo filed a complaint against EchoStar Communications Corporation in the U.S. District Court for the Eastern District of Texas alleging willful and deliberate infringement of U.S. Patent No. 6,233,389, entitled “Multimedia Time Warping System.” On January 15, 2004, the Company amended its complaint to add EchoStar DBS Corporation, EchoStar Technologies Corporation, and Echosphere Limited Liability Corporation as additional defendants. The Company alleges that it is the owner of this patent, and further alleges that the defendants have willfully and deliberately infringed this patent by making, selling, offering to sell and/or selling digital video recording devices, digital video recording device software, and/or personal television services in the United States. On April 13, 2006, the jury rendered a verdict in favor of the Company in the amount of approximately $74.0 million dollars. The jury ruled that the Company’s patent is valid and that all nine of the asserted claims in the Company’s patent are infringed by each of the accused EchoStar products. The jury also ruled that the defendants’ willfully infringed the patent. On May 16, 2006, the United States Patent and Trademark Office (“USPTO”) issued its first Office Action in response to a request by the defendants for reexamination of the ‘389 patent. The USPTO reexamined all 61 claims set forth in the ‘389 patent, confirming the validity of the majority of the claims, including two of the claims that the defendants have been found to have willfully infringed, and rejecting some of the claims. TiVo intends to vigorously defend the validity of the rejected claims. On August 17, 2006, the district court denied the defendants’ remaining defenses, and granted TiVo’s motion for permanent injunction to prevent EchoStar Communications Corporation from making, using, offering for sale or selling in the United States the following EchoStar DVRs: DP-501, DP-508, DP-510, DP-721, DP-921, DP-522, DP-625, DP-942, and all EchoStar Communications Corporation DVRs that are not more than colorably different from any of these products. The district court also ordered EchoStar Communications Corporation to pay TiVo approximately $74.0 million in damages as awarded by the jury, prejudgment interest at the prime rate through October 31, 2006 of approximately $5.6 million, and supplemental damages for infringement through October 31, 2006 in the amount of approximately $10.3 million. The district court denied TiVo’s request for enhanced damages and attorney’s fees and costs. The district court denied EchoStar’s request to stay the injunction pending appeal. On October 3, 2006, the United States Court of Appeals for Federal Circuit stayed the district court’s injunction pending appeal. On November 27, 2006, the district court denied all of EchoStar’s post-judgment motions. On January 23, 2007, the district court awarded the Company prejudgment interest and supplemental damages from August 1, 2006 through September 8, 2006 in the amounts of approximately $790,000 and $3.5 million, respectively. On April 17, 2007, EchoStar filed its opening brief with the Federal Circuit Court of Appeals. TiVo filed its responsive brief on May 30, 2007. The Company is incurring material expenses in this litigation. The Company has not recorded any gain from this patent victory as it is still on appeal.

On April 29, 2005, EchoStar Technologies Corporation filed a complaint against TiVo and Humax USA, Inc. in the U.S. District Court for the Eastern District of Texas alleging infringement of U.S. Patent Nos. 5,774,186 (“Interruption Tolerant Video Program Viewing”), 6,529,685 B2 (“Multimedia Direct Access Storage Device and Formatting Method”), 6,208,804 B1 (“Multimedia Direct Access Storage Device and Formatting Method”) and 6,173,112 B1 (“Method and System for Recording In-Progress Broadcast Programs”). The complaint alleges that EchoStar Technologies Corporation is the owner by assignment of the patents allegedly infringed. The complaint further alleges that the TiVo and Humax have infringed, contributorily infringed and/or actively induced infringement of the patents by making, using, selling or importing digital video recording devices, digital video recording device software and/or personal television services in the United States that allegedly infringe the patents, and that such infringement is willful and ongoing. Under the terms of the Company’s agreement with Humax governing the distribution of certain DVRs that enable the TiVo service, the Company is required to indemnify Humax against any claims, damages, liabilities, costs, and expenses relating to claims that the Company’s technology infringes upon intellectual property rights owned by third parties. On May 10, 2005, Humax formally notified TiVo of the claims against it in this lawsuit as required by Humax’s agreement with TiVo. On July 1, 2005, the defendants filed their answer and counterclaims. On May 10, 2006, the district court dismissed with prejudice, EchoStar’s claim of infringement against TiVo and Humax relating to patent ‘112 (“Method and System for Recording In-Progress Broadcast Programs”) and claims 21-30 and 32 relating to patent ‘186 (“Interruption Tolerant Video Program Viewing”). A claim construction hearing was held on May 11, 2006. On July 14, 2006, the magistrate judge for the U.S. District Court for the Eastern District of Texas, issued a stay of the case pending the USPTO completion of proceedings with respect to TiVo’s request for reexamination of the ‘186, ‘685, and ‘804 patents. The Company intends to defend itself vigorously; however, the Company is incurring material expenses in connection with this lawsuit and in the event there is an adverse outcome, the Company’s business could be harmed. No loss is considered probable or estimable at this time.

17

On January 3, 2007, Lycos, Inc. filed a complaint against the Company, Netflix, Inc., and Blockbuster, Inc. in the U.S. District Court for the Eastern District of Virginia alleging infringement, inducement of others to infringe, and contributory infringement of U.S. Patent No. 5,867,799 (“Information System and Method for Filtering a Massive Flow of Information Entities to Meet User Information Classification Needs”) and 5,983,214 (“System and Method Employing Individual User Content-Based Data and User Collaboration Feedback Data to Evaluate the Content of an Information Entity in a Large Information Communication Network.”) On or about April 30, 2007, Lycos served the Company with the complaint. The Company’s answer is due on June 22, 2007. The complaint alleges that Lycos, Inc. is the owner of these patents and has the right to sue and recover for infringement thereof. The complaint further alleges that the Company has infringed this patent by making, using, selling, offering to sell and importing digital video recorder products that incorporate information filtering technology. The complaint further alleges that defendants continue to willfully infringe such patents. The Company intends to defend itself vigorously in this matter. The Company may incur expenses in connection with this litigation that may become material in the future, and in the event there is an adverse outcome, Company’s business could be harmed. No loss is considered probable or estimable at this time.

Consumer Litigation. On December 22, 2005, a consumer class action lawsuit against TiVo Inc. was filed in the Superior Court of the State of California, County of San Francisco. This action, which is captioned Nolz, et al. v. TiVo, was brought on behalf of a purported class of purchasers of the Company’s gift subscriptions which were allegedly sold to consumers in violation of a California law that restricts the sale of gift certificates in California containing an expiration date. On March 23, 2007, the Court entered final judgment in the lawsuit approving the Company’s settlement agreement with plaintiffs that included no admission or findings of any violations and dismissed the action. The settlement did not have a material effect on the Company’s results of operations.

Securities Litigation. On June 12, 2001, a securities class action lawsuit in which the Company and certain of its officers and directors are named as defendants was filed in the United States District Court for the Southern District of New York. This action, which is captioned Wercberger v. TiVo et al., also names several of the underwriters involved in the Company’s initial public offering as defendants. This class action was brought on behalf of a purported class of purchasers of the Company’s common stock from October 31, 1999, the time of its initial public offering, through December 6, 2000. The central allegation in this action is that the underwriters in the initial public offering solicited and received undisclosed commissions from, and entered into undisclosed arrangements with, certain investors who purchased TiVo common stock in the initial public offering and the after-market. The complaint also alleges that the TiVo defendants violated the federal securities laws by failing to disclose in the initial public offering prospectus that the underwriters had engaged in these alleged arrangements. More than 150 issuers have been named in similar lawsuits. In July 2002, an omnibus motion to dismiss all complaints against issuers and individual defendants affiliated with issuers (including the TiVo defendants) was filed by the entire group of issuer defendants in these similar actions. On October 8, 2002, TiVo’s officers were dismissed as defendants in the lawsuit. On February 19, 2003, the court in this action issued its decision on defendants’ omnibus motion to dismiss. This decision dismissed the Section 10(b) claim as to TiVo but denied the motion to dismiss the Section 11 claim as to TiVo and virtually all of the other issuer-defendants.

On June 26, 2003, the plaintiffs announced a proposed settlement with the Company and the other issuer defendants. The proposed settlement provides that the plaintiffs will be guaranteed $1.0 billion dollars in recoveries by the insurers of the Company and other issuer defendants. Accordingly, any direct financial impact of the proposed settlement is expected to be borne by the Company’s insurers in accordance with the proposed settlement. In addition, the Company and the other settling issuer defendants will assign to the plaintiffs certain claims that they may have against the underwriters. If recoveries in excess of $1.0 billion dollars are obtained by the plaintiffs from the underwriters, the Company’s and the other issuer defendants’ monetary obligations to the class plaintiffs will be satisfied. Furthermore, the settlement is subject to a hearing on fairness and approval by the Federal District Court overseeing the litigations. On February 15, 2005, the Court issued an order preliminarily approving the terms of the proposed settlement. The Court also certified the settlement classes and class representatives for purposes of the proposed settlement only. On April 24, 2006, the Court held a fairness hearing to determine whether the proposed settlement should be approved. The Court has not yet decided whether to approve the settlement. On December 5, 2006, the United States Court of Appeals for the 2nd Circuit issued a decision in reversing the Federal district court’s finding that six focus cases involved in this litigation could be certified as class actions. Plaintiffs had filed a petition for rehearing and/or for en banc review of the Second Circuit’s decision; however, on April 6, 2007, the Second Circuit denied plaintiffs’ petition. This denial does not foreclose the plaintiffs from seeking certification of a more limited class from the District Court. During a conference on April 23, 2007, the

18

plaintiffs requested 30 days to report on how they wish to proceed regarding class certification. At this hearing the district court indicated that the settlement, in its present form, likely could not stand. The district court continued the discovery stay for thirty days. During a subsequent conference on May 30, 2007, the plaintiffs orally moved for revised class certification. The plaintiffs stated that they will file their opening brief on the motion to certify the classes in 120 days, and they will file any amended complaints in connection with their motion for revised class certification before June 25. The next conference is scheduled for June 11, 2007, where the issue regarding the validity of the settlement will be addressed, among others. At both the April 23 and May 30 conferences, the issuers indicated, to the district court and to the parties, that they will ask that the motion to approve the settlement be denied without prejudice. Due to the inherent uncertainties of litigation and assignment of claims against the underwriters, and because the settlement may not be approved by the Federal district court, the ultimate outcome of the matter cannot be predicted.

The Company is involved in numerous lawsuits and receives numerous threats of litigation in the ordinary course of its business. The Company assesses potential liabilities in connection with these lawsuits and threatened lawsuits under SFAS No. 5. The Company accrues an estimated loss for these loss contingencies if both of the following conditions are met: information available prior to issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. As of April 30, 2007, the Company has not accrued a liability for any lawsuits filed against the Company as the conditions for accrual have not been met. The Company expenses legal costs as they are incurred.

8. CITIGROUP LINE OF CREDIT

On January 25, 2007, the Company entered into a credit agreement, together with a post-closing agreement and related security and other ancillary agreements, with Citigroup Global Markets Realty Corp., as lender and agent.

Under the terms of the credit agreement Citigroup will extend a revolving line of credit equal to the lesser of $50 million or amounts available pursuant to a borrowing base calculation. As of April 30, 2007, we were able to borrow $50 million. The Company may request that an additional $50 million of borrowing capacity be added to the revolving line of credit. The credit agreement requires the Company to use proceeds exclusively for working capital and general corporate purposes.

Borrowings under the credit agreement are secured by a first-priority security interest on substantially all of the Company’s assets (except for certain intellectual property held by the Company’s subsidiaries and certain other assets). Borrowings under the credit agreement will bear interest at a rate equal to 1-month LIBOR for U.S. dollar deposits plus 4.0%, but during an event of default, the interest rate becomes 2.0% above the rate in effect immediately before the event of default.

The credit agreement includes, among other terms and conditions, limitations on the Company’s ability to create, incur, assume or be liable for indebtedness (other than specified types of permitted indebtedness); dispose of assets outside the ordinary course (subject to specified exceptions); acquire, merge or consolidate with or into another person or entity (other than specified types of permitted acquisitions); create, incur or allow any lien on any of its property or assign any right to receive income (except for specified permitted liens); make investments (other than specified types of investments); or pay dividends or make distributions (each subject to specified exceptions); and specified financial covenants. At April 30, 2007, the Company was in compliance with these covenants and had no borrowings under the line of credit. The line of credit terminates and any and all borrowings are due on January 25, 2010, but may be terminated earlier by the Company without penalty upon written notice and prompt repayment of all amounts borrowed.

9. COMCAST AGREEMENT

On March 15, 2005, the Company entered into a non-exclusive licensing and marketing agreement with Comcast STB Software DVR, LLC, a wholly-owned subsidiary of Comcast Corporation, and Comcast Corporation, as guarantor of Comcast STB’s obligations under the agreement. The Company agreed to develop a TiVo-branded software for deployment on Comcast’s DVR platforms. In addition, the Company agreed to develop a TiVo Interactive Advertising Management System for deployment on Comcast platforms to enable the provision of local and national advertising to Comcast subscribers. The initial term of this agreement is for seven years from acceptance of the TiVo service software solution, with Comcast permitted to renew for additional 1-year terms for up to a total of 8 additional years as long as certain deployment thresholds have been achieved. During the term of the agreement, TiVo will provide Comcast with certain customer and maintenance support and will provide certain additional development work. TiVo will have the continuing right to sell certain types of advertising in connection with the TiVo service offered through Comcast. TiVo will also have a limited right to sell certain types of advertising on other Comcast DVR set-top boxes enabled with the TiVo Interactive Advertising Management System, subject to Comcast’s option to terminate such right in exchange for certain advertising-related payments.

19

Under the licensing and marketing agreement, Comcast will pay a recurring monthly fee per Comcast subscriber who receives the TiVo service through Comcast. Comcast will also pay the Company fees for engineering services for the development and integration of the TiVo service software solution (subject to adjustment under certain circumstances) and the TiVo Interactive Advertising Management System. During the quarters ended April 30, 2007 and 2006, we recognized $3.3 million and $7.2 million in technology costs and revenues, respectively. Of the $7.2 million recognized in the fiscal quarter ended April 30, 2006, $4.6 million was related to work performed during fiscal year ended January 31, 2006, but revenue and costs were deferred until the first quarter of fiscal year 2007 when TiVo and Comcast agreed upon the engineering services to be delivered. Currently, it is not possible to separate the various elements within the arrangement due to a lack of fair value for undelivered elements in the agreement. Consequently, the Company recognizes revenues and costs based on a zero profit model, which results in the recognition of equal amounts of revenues and costs.

The acceptance deadline for delivery of the TiVo service software solution to Comcast is June 30, 2007, unless a later date is agreed to by the parties. The acceptance deadline for the TiVo Interactive Advertising Management System is February 15, 2008, unless a later date is agreed upon by the parties. In the event development of the TiVo service software solution or the TiVo Interactive Advertising Management System have not been accepted by Comcast by the relevant deadlines, the Company could be subject to certain consequences, including, but not limited to, termination of the agreement. As part of the agreement, Comcast is receiving a non-exclusive, non-transferable license to specific TiVo intellectual property to deploy the TiVo service software solution and advertising management system, including certain trademark branding rights. In addition, Comcast is entitled to certain most favored customer terms with respect to future agreements that the Company may enter into with multi-channel video distributors. Comcast has the right to terminate the agreement in the event the Company is the subject of certain change of control transactions involving any of certain specified companies.

10. DEVELOPMENT AGREEMENT AND SERVICES AGREEMENT WITH DIRECTV, INC.

On April 7, 2006, the Company entered into the Seventh Amendment of the Development Agreement, dated as of February 15, 2002, with DIRECTV, Inc. Under this amendment, which amends the expiration date of the Development Agreement from February 15, 2007, to February 15, 2010, TiVo will continue to provide support for DIRECTV receivers with TiVo service through the extended expiration date of the Development Agreement, and will provide mutually agreed upon development services for no additional fee up to a defined maximum from February 2007 to February 2010. As of February 16, 2007, DIRECTV no longer has the right to distribute DIRECTV receivers with TiVo service. Further, TiVo and DIRECTV agreed that neither party would assert its patents against the other party with respect to each company’s products and services deployed prior to the expiration of the agreement, subject to limited exceptions. DIRECTV will continue to pay a monthly fee for each household using DIRECTV receivers with TiVo service similar to the amount paid by DIRECTV for households with DIRECTV receivers with TiVo service deployed since February 15, 2002, subject to a monthly minimum payment by DIRECTV. The Company defers a portion of these fees equal to the fair value of the undelivered development services. Utilization of these services by DIRECTV is subject to certain time limits. If unused, the Company will recognize these deferred fees as revenues upon their forfeiture by DIRECTV. These deferred fees are classified on the Company’s consolidated balance sheets under deferred revenue, current.

On April 7, 2006, the Company also entered into the First Amendment of the Amended and Restated Services Agreement, dated as of March 31, 2005, with DIRECTV. This amendment extends the terms of the current advertising arrangement between TiVo and DIRECTV until February 15, 2010, and additionally provides DIRECTV with the ability to obtain additional technical support and training for its use of advertising-related software tools with DIRECTV receivers with TiVo service.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

You should read the following discussion and analysis in conjunction with the consolidated financial statements and the accompanying notes included in this report and our most recent annual report on Form 10-K filed on April 16, 2007, the sections entitled “Risk Factors” in Item 1A of our most recent annual report on Form 10-K and Part II, Item 1A of this report, as well as other cautionary statements and risks described elsewhere in this Report and our most recent annual report on Form 10-K filed on April 16, 2007, before deciding to purchase, sell or hold our common stock.

20

Company Overview

We are a leading provider of technology and services for digital video recorders. The subscription-based TiVo service redefines home entertainment by providing consumers with an easy way to record, watch, and control television and receive videos, pictures, and movies from cable, broadcast, and broadband sources. We offer features such as Season Pass™ recordings, WishList^® searches, TiVoToGo™ transfers, broadband video content delivered via the TiVoCast feature (including premium content delivered from Amazon Unbox), TiVo KidZone, TiVo Online Scheduling, and TiVo Product Watch. As of April 30, 2007, there were approximately 4.3 million subscriptions to the TiVo service. We distribute the TiVo service through consumer electronics retailers and through our on-line store at TiVo.com. Additionally, we provide the TiVo service through agreements with leading television service providers such as satellite television providers, including currently DIRECTV and in the future cable television operators, such as Comcast and Cox, and digital subscriber line, DSL, providers such as BellSouth and Earthlink. We also provide innovative marketing solutions for the television industry, including a unique platform for advertisers and audience research measurement.

Executive Overview and Outlook of Financial Results

During the quarter ended April 30, 2007, we experienced a slight increase in our TiVo-Owned subscription base and subscription revenues. However, TiVo-Owned subscription gross additions for the quarter ended April 30, 2007 were 57,000, down 37% from 91,000 in the same prior-year period. Further, the subscription growth in our TiVo-Owned subscriptions was more than offset by the loss of a portion of our DIRECTV installed subscription base.

For this fiscal year ending January 31, 2008, we plan to lower the amount of our consumer hardware rebates and to redirect a portion of those funds towards advertising expenditures to promote the TiVo brand and service, which will increase our sales and marketing, subscription acquisition costs. We expect for the fiscal year 2008 that the effects of the increased advertising expenditures on our subscription acquisition costs per subscription will be offset by a larger expected decrease in our hardware rebates. In prior years, we presented rebates, revenue share, and other payments to channel as a separate line item in our Statement of Operations. Commencing in the first quarter of fiscal 2008, we now include this line item primarily in related net revenues and to a lesser extent within sales and marketing, subscription acquisition costs and reclassed prior year amounts to conform to the current year presentation.

In this fiscal year ending January 31, 2008, we expect to continue to grow our TiVo-Owned subscription base; however, we expect this growth to continue to be offset by losses in our installed base of DIRECTV with TiVo subscriptions as DIRECTV no longer markets the TiVo service to its customers. We anticipate this fiscal year ending January 31, 2008 will have continued service revenue growth as our TiVo-Owned subscription base increases and our advertising sales business grows. This service revenue growth will be somewhat offset by the continued decline of product lifetime subscription related revenues as such revenues become fully recognized coupled with a decline in DIRECTV-related service revenues due to further losses in our DIRECTV subscription installed base.

The TiVo service on Comcast and Cox is expected to launch in initial markets during our fiscal year ending January 31, 2008. Comcast has indicated that Boston and other parts of New England will be the first market for their product. As a result of these deployments and expected subscription adoptions, we anticipate receiving cash payments for providing the TiVo service but do not expect to recognize a significant portion of these cash payments as service revenues during this fiscal year. Under the accounting guidance for multiple element arrangements, since the contracts contain undelivered elements such as post-contract customer support and/ or future software development for which we do not have fair value, significant portions of these cash payments must be deferred and recognized ratably over the term of the agreement.

Key Business Metrics

Management periodically reviews certain key business metrics in order to evaluate our operations, allocate resources, and drive financial performance in our business. Management monitors these metrics together and not individually as it does not make business decisions based upon any single metric.

Subscriptions. Management reviews this metric, and believes it may be useful to investors, in order to evaluate our relative position in the marketplace and to forecast future potential service revenues. Below is a table that details the growth in our subscription base during the past eight quarters. The TiVo-Owned lines refer to subscriptions sold directly by TiVo to consumers who have TiVo-enabled DVRs. The DIRECTV lines refer to subscriptions sold by DIRECTV to consumers who have integrated DIRECTV satellite receivers with TiVo service. Additionally, we provide a breakdown of the percent of TiVo-Owned subscriptions for which consumers pay recurring fees, including on a monthly and a prepaid one, two, or three year basis, as opposed to a one-time prepaid product lifetime fee.

21

	Three Months Ended
(Subscriptions in thousands)	April 30, 2007		Jan 31, 2007		Oct 31, 2006		July 31, 2006		April 30, 2006		Jan 31, 2006		Oct 31, 2005		Jul 31, 2005
TiVo-Owned Subscription Gross Additions:	57		163		101		74		91		221		92		77
Subscription Net Additions:
TiVo-Owned	1		101		53		30		51		183		55		40
DIRECTV	(103	)	(91	)	(37	)	(29	)	2		173		379		214
Total Subscription Net Additions	(102	)	10		16		1		53		356		434		254
Cumulative Subscriptions:
TiVo-Owned	1,727		1,726		1,625		1,572		1,542		1,491		1,308		1,253
DIRECTV	2,615		2,718		2,809		2,846		2,875		2,873		2,700		2,321
Total Cumulative Subscriptions	4,342		4,444		4,434		4,418		4,417		4,364		4,008		3,574
Fully Amortized Active Lifetime Subscriptions	179		165		138		129		122		100		89		83
% of TiVo-Owned Cumulative Subscriptions paying recurring fees	59	%	58	%	55	%	53	%	52	%	51	%	51	%	51	%

We define a “subscription” as a contract referencing a TiVo-enabled DVR for which (i) a consumer has paid for the TiVo service and (ii) service is not canceled. We previously offered a product lifetime subscription for general sale, under which consumers could purchase a subscription that is valid for the lifetime of a particular DVR. We count these as subscriptions until both of the following conditions are met: (i) the four-year period we use to recognize lifetime subscription revenues ends; and (ii) the related DVR has not made contact to the TiVo service within the prior six-month period. Lifetime subscriptions past the four-year mark which have not called into the TiVo service for six months are not counted in this total. During the first quarter ended April 30, 2006 of the fiscal year ended January 31, 2007, we discontinued general sale of the product lifetime service option. We are not aware of any uniform standards for defining subscriptions and caution that our presentation may not be consistent with that of other companies.

TiVo-Owned subscription net additions increased by 1,000 subscriptions, slightly increasing the TiVo-Owned installed subscription base to 1.7 million subscriptions for the quarter ended April 30, 2007. TiVo-Owned subscription net additions for the quarter ended April 30, 2007 decreased by 50,000 compared to the same prior year period largely due to a decrease of 34,000 subscription gross additions, as compared to the same prior year period. Additionally, we believe we experienced an increase in churn as a result of our larger TiVo-Owned subscription base, the increasing importance of high definition television, and because of increased competition from DVRs distributed by cable and satellite providers, including DIRECTV’s non-TiVo products. The percent of cumulative TiVo-Owned subscriptions on a monthly or prepay plan increased, by 7% to 59% during the quarter ended April 30, 2007, as compared to the same prior-year period, primarily due to the discontinuation of lifetime subscriptions. DIRECTV installed subscription base decreased by 103,000 subscriptions from the prior quarter to 2.6 million subscriptions as of April 30, 2007 and was 2.9 million subscriptions as of April 30, 2006. This decrease is due to DIRECTV’s promotion of a competing DVR service from NDS.

As of April 30, 2007, approximately 179,000 product lifetime subscriptions had exceeded the four-year period we use to recognize product lifetime subscription revenues, but had made contact to the TiVo service within the prior six months. Such TiVo product lifetime subscriptions that have exceeded the revenue recognition period represent approximately 25% of our cumulative lifetime subscriptions as compared to 13% for the quarter ended April 30, 2006. We continue to incur costs of services for these subscriptions without recognizing corresponding subscription revenues.

TiVo-Owned Churn Rate per Month. Management reviews this metric, and believes it may be useful to investors, in order to evaluate our ability to retain existing TiVo-Owned subscriptions (including both monthly and product lifetime subscriptions) by providing services that are competitive in the market. Management believes factors such as service enhancements, service commitments, higher customer satisfaction, and improved customer support may improve this metric. Conversely, management believes factors such as increased competition, lack of competitive service features such as high definition television recording capabilities for our low cost product offerings, and increased price sensitivity may cause our TiVo-Owned Churn Rate per month to increase.

22

We define the TiVo-Owned Churn Rate per month as the total TiVo-Owned subscription cancellations in the period divided by the Average TiVo-Owned subscriptions for the period (including both monthly and product lifetime subscriptions), which then is divided by the number of months in the period. We calculate Average TiVo-Owned subscriptions for the period by adding the average TiVo-Owned subscriptions for each month and dividing by the number of months in the period. We calculate the average TiVo-Owned subscriptions for each month by adding the beginning and ending subscriptions for the month and dividing by two. We are not aware of any uniform standards for calculating churn and caution that our presentation may not be consistent with that of other companies.

The following table presents our TiVo-Owned Churn Rate per month information:

	Three Months Ended
(Subscriptions in thousands)	April 30, 2007		Jan 31, 2007		Oct 31, 2006		July 31, 2006		April 30, 2006		Jan 31, 2006		Oct 31, 2005		Jul 31, 2005
Average TiVo-Owned subscriptions	1,729		1,673		1,596		1,559		1,520		1,388		1,275		1,233
TiVo-Owned subscription cancellations	(56	)	(62	)	(48	)	(44	)	(40	)	(38	)	(37	)	(37	)
TiVo-Owned Churn Rate per month	-1.1	%	-1.2	%	-1.0	%	-0.9	%	-0.9	%	-0.9	%	-1.0	%	-1.0	%

The TiVo-Owned Churn Rate per month was 1.1% for the quarter ended April 30, 2007 compared to ..9% for the quarter ended April 30, 2006. The TiVo-Owned Churn rate per month of 1.1% for the quarter ended April 30, 2007 is primarily comprised of cancellations of recurring subscriptions. We also count as churn those product lifetime subscriptions that have both reached the end of the four-year revenue recognition period and whose DVRs have not contacted the TiVo service within the prior six months. Conversely, we do not count as churn product lifetime subscriptions that have not reached the end of the four-year revenue recognition period, regardless of whether such subscriptions continue to contact the TiVo service. We anticipate our TiVo-Owned Churn Rate per month will increase in future periods as a result of increased competition in the marketplace, competitive pricing issues, the growing importance of offering competitive service features such as high definition television recording capabilities, and increased churn from product lifetime subscriptions.

Subscription Acquisition Cost or SAC. Management reviews this metric, and believes it may be useful to investors, in order to evaluate trends in the efficiency of our marketing programs and subscription acquisition strategies. We define SAC as our total acquisition costs for a given period divided by TiVo-Owned subscription gross additions for the same period. In the first fiscal quarter of 2008, we revised our definition of total acquisition costs. Previously, we defined total acquisition costs as the sum of sales and marketing expenses, rebates, revenue share, and other payments to channel, minus hardware gross margin (defined as hardware revenues less cost of hardware revenues). This previous measure included fixed costs not directly associated with subscription acquisitions such as: headcount-related expense, including stock based compensation; certain marketing expenses that are not directly associated with subscription acquisitions; certain operating expenses more directly related to our advertising sales business; and overhead allocations. We now define total acquisition costs as sales and marketing, subscription acquisition costs less net hardware revenues (defined as gross hardware revenues less rebates, revenue share and market development funds paid to retailers) plus cost of hardware revenues. The new sales and marketing, subscription acquisition costs line item includes advertising expenses and promotion-related expenses directly related to subscription acquisition activities, but does not include expenses related to advertising sales. All prior period SAC calculations have been revised to conform to the current period definition. We do not include third parties subscription gross additions, such as DIRECTV gross additions with TiVo subscriptions, in our calculation of SAC because we incur limited or no acquisition costs for these new subscriptions. We are not aware of any uniform standards for calculating total acquisition costs or SAC and caution that our presentation may not be consistent with that of other companies.

23

	Three Months Ended
	April 30, 2007			Jan 31, 2007			Oct 31, 2006			Jul 31, 2006			April 30, 2006			Jan 31, 2006			Oct 31, 2005			Jul 31, 2005
	(In thousands, except SAC)
Subscription Acquisition Costs
Sales and marketing, subscription acquisition costs	$	5,790		$	9,915		$	5,016		$	3,053		$	2,783		$	5,951		$	5,472		$	3,875
Hardware revenues		(2,293	)		(19,890	)		(13,476	)		(6,503	)		(1,719	)		(14,135	)		(6,616	)		519
Cost of hardware revenues		10,648			43,534			31,925			21,607			15,146			38,811			24,667			7,697
Total Acquisition Costs		14,145			33,559			23,465			18,157			16,210			30,627			23,523			12,091
TiVo-Owned Subscription Gross Additions		57			163			101			74			91			221			92			77
Subscription Acquisition Costs (SAC)	$	248		$	206		$	232		$	245		$	178		$	139		$	256		$	157

	Twelve Months Ended
	April 30, 2007			Jan 31, 2007			Oct 31, 2006			Jul 31, 2006			April 30, 2006			Jan 31, 2006			Oct 31, 2005			Jul 31, 2005
	(In thousands, except SAC)
Subscription Acquisition Costs
Sales and marketing, subscription acquisition costs	$	23,774		$	20,767		$	16,803		$	17,259		$	18,081		$	18,641		$	20,632		$	25,211
Hardware revenues		(42,162	)		(41,588	)		(35,833	)		(28,973	)		(21,951	)		(28,138	)		(40,793	)		(44,758	)
Cost of hardware revenues		107,714			112,212			107,489			100,231			86,321			86,817			100,273			104,092
Total Acquisition Costs		89,326			91,391			88,459			88,517			82,451			77,320			80,112			84,545
TiVo-Owned Subscription Gross Additions		395			429			487			478			481			494			549			576
Subscription Acquisition Costs (SAC)	$	226		$	213		$	182		$	185		$	171		$	157		$	146		$	147

As a result of the seasonal nature of our subscription growth, SAC varies significantly during the year. Management primarily reviews this metric on an annual basis due to the timing difference between our recognition of promotional program expense and the subsequent addition of the related subscription acquisition. For example, we have historically incurred increased sales and marketing, subscription acquisition costs during our third quarter in anticipation of new subscriptions that may be added during the fourth quarter and in subsequent periods in addition to those added during the third quarter. As such, we have also provided SAC on a rolling twelve month basis.

During the three months ended April 30, 2007, our total acquisition costs were $14.1 million, and SAC was $248. Comparatively, total acquisition costs for the three months ended April 30, 2006 were $16.2 million and SAC was $178. SAC increased by $70 or 39% for the three months ended April 30, 2007 compared to the prior-year period. During the twelve months ended April 30, 2007, our total acquisition costs were $89.3 million, and SAC was $226. Comparatively, total acquisition costs for the twelve months ended April 30, 2006 were $82.5 million and SAC was $171. SAC increased by $55 or 32% from $171 to $226 for the twelve months ended April 30, 2007 as compared to the same prior-year period. This increase in our three- and twelve-month SAC and was primarily due to lower number of TiVo-Owned subscription gross additions and to a lesser degree due to our multi-tiered pricing structure and bundled sales program that we implemented in March 2006. For the fiscal year ending January 31, 2008, we expect our subscription acquisition costs to decrease because of the anticipated increases in advertising expenditures which will be offset by a larger expected decrease in our hardware rebates.

Average Revenue Per Subscription or ARPU. Management reviews this metric, and believes it may be useful to investors, in order to evaluate the potential of our subscription base to generate revenues from a variety of sources, including subscription fees, advertising, and audience research measurement. ARPU does not include rebates, revenue share and other payments to channel that reduce our GAAP revenues. As a result, you should not use ARPU as a substitute for measures of financial performance calculated in accordance with GAAP. Management believes it is useful to consider this metric excluding the costs associated with rebates, revenue share and other payments to channel because of the discretionary and varying nature of these expenses and because management believes these expenses, which are included in hardware revenues, net, are more appropriately monitored as part of SAC. We are not aware of any uniform standards for calculating ARPU and caution that our presentation may not be consistent with that of other companies.

We calculate ARPU per month for TiVo-Owned subscriptions by subtracting DIRECTV-related service revenues (which includes DIRECTV subscription service revenues and DIRECTV-related advertising revenues) from our total reported net service revenues and dividing the result by the number of months in

24

the period. We then divide by Average TiVo-Owned subscriptions for the period, calculated as described above for churn rate. The following table shows this calculation and reconciles ARPU per month for TiVo-Owned subscriptions to our reported net service and technology revenues:

	Three Months Ended
TiVo-Owned Average Revenue per Subscription	April 30, 2007			Jan 31, 2007			Oct 31, 2006			July 31, 2006			April 30, 2006			Jan 31, 2006			Oct 31, 2005			Jul 31, 2005
	(In thousands, except ARPU)
Service and Technology revenues	$	58,087		$	56,960		$	52,527		$	52,812		$	55,034		$	46,633		$	42,913		$	40,512
Less: Technology revenues		(3,932	)		(3,417	)		(3,527	)		(3,382	)		(8,083	)		(328	)		(617	)		(263	)
Total Service revenues		54,155			53,543			49,000			49,430			46,951			46,305			42,296			40,249
Less: DIRECTV-related service revenues		(7,160	)		(8,452	)		(7,573	)		(8,196	)		(8,009	)		(9,602	)		(8,637	)		(7,485	)
TiVo-Owned-related service revenues		46,995			45,091			41,427			41,234			38,942			36,703			33,659			32,764
Average TiVo-Owned revenues per month		15,665			15,030			13,809			13,745			12,981			12,234			11,220			10,921
Average TiVo-Owned per month subscriptions		1,729			1,673			1,596			1,559			1,520			1,388			1,275			1,233
TiVo-Owned ARPU per month	$	9.06		$	8.98		$	8.65		$	8.82		$	8.54		$	8.81		$	8.80		$	8.86

TiVo-Owned ARPU per month for the quarter ended April 30, 2007, increased from the quarter ended April 30, 2006 to $9.06 from $8.54. The increase in TiVo-Owned ARPU for the fiscal quarter ended April 30, 2007 was largely due our new multi-tiered pricing structure and bundled sales program which yielded a higher monthly subscription rate for new TiVo-Owned subscriptions. However this increase was partially offset by an increase of 57,000 TiVo-Owned product lifetime subscriptions that reached the end of the four-year period we use to recognize lifetime subscription revenue, as compared to the same prior-year period. We expect the number of fully-amortized and still active product lifetime subscriptions to increase during this fiscal year ending January 31, 2008.

We calculate ARPU per month for DIRECTV subscriptions by first subtracting TiVo-Owned-related service revenues (which includes TiVo-Owned subscription service revenues and TiVo-Owned related advertising revenues) from our total reported service revenues. Then we divide average revenues per month for DIRECTV-related service revenues by average subscriptions for the period. The following table shows this calculation and reconciles ARPU for DIRECTV subscriptions to service and technology revenues:

	Three Months Ended
DIRECTV Average Revenue per Subscription	April 30, 2007			Jan 31, 2007			Oct 31, 2006			July 31, 2006			April 30, 2006			Jan 31, 2006			Oct 31, 2005			Jul 31, 2005
	(In thousands, except ARPU)
Service and Technology revenues	$	58,087		$	56,960		$	52,527		$	52,812		$	55,034		$	46,633		$	42,913		$	40,512
Less: Technology revenues		(3,932	)		(3,417	)		(3,527	)		(3,382	)		(8,083	)		(328	)		(617	)		(263	)
Total Service revenues		54,155			53,543			49,000			49,430			46,951			46,305			42,296			40,249
Less: TiVo-Owned-related service revenues		(46,995	)		(45,091	)		(41,427	)		(41,234	)		(38,942	)		(36,703	)		(33,659	)		(32,764	)
DIRECTV-related service revenues		7,160			8,452			7,573			8,196			8,009			9,602			8,637			7,485
Average DIRECTV revenues per month		2,387			2,817			2,524			2,732			2,670			3,201			2,879			2,495
Average DIRECTV per month subscriptions		2,668			2,767			2,837			2,858			2,881			2,818			2,505			2,200
DIRECTV ARPU per month	$	0.89		$	1.02		$	0.89		$	0.96		$	0.93		$	1.14		$	1.15		$	1.13

Beginning in February 2006, pursuant to the most recent amendment of our agreement with DIRECTV, TiVo defers a portion of the DIRECTV subscription fees equal to the fair value of the undelivered development services. Additionally, beginning in February 2007, DIRECTV began paying us a monthly fee for all DIRECTV households with DIRECTV receivers with TiVo service similar to the lower amount paid by DIRECTV for households with DIRECTV receivers with TiVo service deployed since March 15, 2002, subject to a monthly minimum payment by DIRECTV. As a result, our DIRECTV ARPU decreased relative to the same prior-year period and relative to the quarter ended January 31, 2007. Additionally, the decrease in our DIRECTV ARPU of $0.13 or 13% from $1.02 in the quarter ended January 31, 2007 to $.89 in the quarter ended April 30, 2007 was further impacted by a decrease in advertising and audience research measurement revenues, which are generally higher in the last quarter of the fiscal year due to seasonality.

In the quarter ended April 30, 2007 we identified a clerical error in our calculation of the fiscal year 2007 DIRECTV Average Revenue per Subscription. For the fiscal year ended January 31, 2007, our DIRECTV Average Revenue per Subscription should have been $0.95, not the previously stated $1.03. The previously reported quarterly DIRECTV ARPU numbers were correct and are not affected by this calculation.

DIRECTV Average Revenue per Subscription	Fiscal Year Ended January 31, 2007
Service and Technology revenues	$	217,333
Less: Technology revenues		(18,409	)
Total Service revenues		198,924
Less: TiVo-Owned-related service revenues		(166,667	)
DIRECTV-related service revenues		32,257
Average DIRECTV revenues per month		2,688
Average DIRECTV per month subscriptions		2,836
DIRECTV ARPU per month	$	0.95

Critical Accounting Estimates

Critical accounting estimates are those that reflect significant judgments and uncertainties, and may potentially result in materially different results under different assumptions and conditions. We base our discussion and analysis on our condensed consolidated financial statements, which have been prepared in

25

accordance with U.S. generally accepted accounting principles as described in Item 1. Note 2. “Summary of Significant Accounting Policies” in the notes to our condensed consolidated financial statements. The preparation of these financial statements requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenue, and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances. The results of this analysis form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions. For a detailed discussion on the application of these and other accounting estimates, see Item 1. Note 2. “Summary of Significant Accounting Policies” in the notes to our condensed consolidated financial statements.

Recognition Period for Product Lifetime Subscriptions Revenues. TiVo previously offered a product lifetime subscription option for general sale for the life of the DVR for a one-time, prepaid payment. During the first quarter of fiscal year ended January 31, 2007, we discontinued general sale of the product lifetime service option. We recognize subscription revenues from product lifetime subscriptions ratably over a four-year period, based on our estimate of the useful life of these DVRs. As of April 30, 2007, 179,000 product lifetime subscriptions had exceeded the four-year period we use to recognize product lifetime subscription revenues and had made contact with the TiVo service within the prior six month period. This represents approximately 25% of our cumulative lifetime subscriptions as compared to 13% for the quarter ended April 30, 2006. During this fiscal year ending January 31, 2008, we will continue to monitor the useful life of a TiVo-enabled DVR and the impact of higher churn. If subsequent actual experience is not in line with our current assumptions of higher churn of product lifetime subscriptions due to the incompatibility of our existing TiVo units with high definition programming and increased competition we may revise the estimated life which could result in the recognition of revenues from this source over a longer period.

Engineering Services Project Cost Estimates. We recognize revenues for software engineering services that are essential to the functionality of the software or involve significant customization or modification using the percentage-of-completion method, as described in Statement of Position (SOP) 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.” We recognize revenue by measuring progress toward completion based on the ratio of costs incurred, principally labor, to total estimated costs of the project, an input method. In general, these contracts are long-term and complex. We believe we are able to make reasonably dependable estimates based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. These estimates include forecasting of costs and schedules, estimating contract revenue related to contract performance, projecting cost to complete, tracking progress of costs incurred to date, and projecting the remaining effort to complete the project. Costs included in engineering services are labor, materials, and overhead related to the specific activities that are required for the project. Costs related to general infrastructure or platform development are not included in the engineering services project cost estimates. These estimates are assessed continually during the term of the contract and revisions are reflected when the conditions become known. In some cases, we have accepted engineering services contracts that were expected to be losses at the time of acceptance. Provisions for all losses on contracts are recorded when estimates determine that a loss will be incurred on a contract. Using different cost estimates, or different methods of measuring progress to completion, engineering services revenues and expenses may produce materially different results. A favorable change in estimates in a period could result in additional revenue and profit, and an unfavorable change in estimates could result in a reduction of revenue and profit or the recording of a loss that would be borne solely by TiVo. For the quarter ended April 30, 2007 the majority of our technology revenues are related to the Comcast development agreement and are offset by an equal amount of development cost recognized as cost of technology revenues.

Consumer Rebate Redemption Rate. In accordance with Emerging Issues Task Force (EITF) Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products),” we record an estimated potential liability for our consumer rebate program that is based on the percentage of customers that were reimbursed for the rebate for similar past programs and adjust estimates to consider actual redemptions. Currently, the estimated redemption rate for the $150 (dual tuner DVR unit) and $170 (single tuner DVR unit) rebate program is 63% based on historical redemptions for previous $150 rebate programs. A one-percentage point deviation in our redemption rebate estimate would result in an increase or decrease in our rebate liability as of April 30, 2007 of approximately $120,000. As of April 30, 2007, we recorded a total charge of $1.3 million, all of which related to the new rebate programs announced in February 2007. As of April 30, 2007, $7.3 million remains accrued on the Company’s balance sheet. Upon full completion of consumer rebate programs, any unredeemed consumer rebate expense will be reversed. These consumer rebates and sales incentives programs are recognized as a direct reduction of hardware revenues in our consolidated financial statements.

26

Valuation of Inventory. We value inventory at the lower of cost or market with cost determined on the first-in, first-out method. We base write-downs of inventories upon current facts and circumstances and determine net realizable value on an aggregate pool basis. We perform a detailed assessment of excess and obsolete inventory and purchase commitments at each balance sheet date, which includes a review of, among other factors, demand requirements and market conditions. Based on this analysis, we record adjustments, when appropriate, to reflect inventory of finished products and materials on hand at lower of cost or market and to reserve for products or materials which are not forecasted to be used. We also record accruals for charges that represent Management’s estimate of the Company’s exposure to the contract manufacturer for excess non-cancelable purchase commitments. At the end of fiscal year 2007, we impaired $2.0 million in inventory and reserved approximately $500,000 for excess non-cancelable purchase commitments, of which $1.9 million and $500,000, respectively, remains on our balance sheet as of April 30, 2007. Although we make every effort to ensure the accuracy of our forecasts of product demand and pricing assumptions, any significant unanticipated changes in demand or technological developments would significantly impact the value of our inventory and our reported operating results. In the future, if we find that our estimates are too optimistic and determine that our inventory needs to be written down further, we will be required to recognize such costs in our cost of revenue at the time of such determination. Conversely, if we find our estimates are too pessimistic and we subsequently sell product that has previously been written down, our gross margin in that period will be favorably impacted.

Valuation of Stock-Based Compensation. We recognize expense related to our stock-based compensation awards under the fair-value provisions of FAS 123R. The fair value of our restricted stock awards was calculated based on the fair market value of our stock at the grant date. We have elected to use the Black-Scholes option pricing model to determine the fair value of our stock options and ESPP awards. This model requires the input of highly subjective assumptions, including expected stock price volatility and the estimated life of each award and interest rates.

The expected volatility is based on a combination of historical volatility of our common stock and implied volatility in market traded options on our common stock. The expected life of an award is based on the simplified calculation of expected life as defined by Staff Accounting Bulletin (SAB) 107, “Share-Based Payment”. The interest rate is based on the average of U.S. Treasury yield curve on investments with lives approximating the term during the fiscal quarter an option is granted.

In addition, SFAS No. 123R requires us to develop an estimate of the number of share-based awards which will be forfeited due to employee turnover. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Quarterly changes in the estimated forfeiture rate can affect our gross margin, research and development expenses, sales and marketing expenses, and general and administrative expenses. The expense we recognize in future periods could also differ from the current period and/or our forecasts due to adjustments in the assumed forfeiture rates.

Results of Operations

Net Revenues. Our net revenues for the three months ended April 30, 2007 and 2006 as a percentage of total net revenues were as follows:

	Three Months Ended April 30,
	2007					2006
	(In thousands, except percentages)
Service revenues	$	54,155		90	%	$	46,951		83	%
Technology revenues	$	3,932		6	%	$	8,083		14	%
Hardware revenues	$	2,293		4	%	$	1,719		3	%
Net revenues	$	60,380		100	%	$	56,753		100	%
Change from same prior-year period		6	%				16	%

Service Revenues. Service revenues for the quarter ended April 30, 2007 increased 15% or $7.2 million over the service revenues for the quarter ended April 30, 2006. This increase was primarily due to the year over year growth in our TiVo-Owned subscription base of 12% to 1.7 million as of April 30, 2007 compared to 1.5 million for the same prior-year period and a 6% increase in TiVo-Owned ARPU. TiVo-Owned ARPU increased primarily due to increase in the TiVo-Owned subscriptions that pay recurring fees.

27

Additionally, these new subscriptions are being acquired under our new multi-tiered pricing structure and bundled sales program which yielded higher monthly subscription contract price for new TiVo-Owned subscriptions.

Consumer demand for TiVo-enabled DVR was driven by broad availability and support in the retail channel, consumer rebate programs, and increased consumer awareness of the TiVo service. We intend to generate continued TiVo-Owned subscription growth by managing our relationships with leading retailers such as Best Buy, Circuit City, Radio Shack, and others and through advertising campaigns directed at growing our subscription base. We anticipate fiscal year 2008 will have continued service revenue growth as our TiVo-Owned subscription installed base increases and our advertising sales business grows; however, we expect to see a decrease in DIRECTV-related service revenues during fiscal year 2008 as compared to fiscal year 2007. Additionally, we do not expect to recognize significant service revenues in this fiscal year ending January 31, 2008 as a result of the Comcast and Cox service deployments.

Technology Revenues. Technology revenues from licensing and engineering services which are net of related revenue share payments for the quarter ended April 30, 2007, accounted for 6% of our net revenues, or $3.9 million, compared to 14% of our net revenues, or $8.1 million, in the same prior-year period. Technology revenues for the quarter ended April 30, 2007 were 51% or $4.2 million lower than the same prior year period largely due to $4.6 million in Comcast development revenues recognized in the quarter end April 30, 2006 related to services performed in fiscal year 2006. We also recognized an equal amount of development expense as cost of technology revenues.

Hardware Revenues. Hardware revenues, net of allowance for sales returns and net of rebates, revenue share and other payments to channel, for the quarter ended April 30, 2007 were 4% of our net revenues compared to 3% for the same prior year period. The increase in net hardware revenues in absolute dollars is attributed to a decrease in rebates, revenue share and other payments to channel related to our decrease in the amount of consumer hardware rebates offered during the quarter. This decrease, combined with an effectively higher priced DVR lead to increased hardware revenues in the quarter ended April 30, 2007 as compared to the same prior-year period.

Cost of service and technology revenues.

	Three Months Ended April 30,
	2007			2006
	(In thousands, except percentages)
Cost of service revenues	$	10,155		$	10,435
Cost of technology revenues	$	3,507		$	7,366
Cost of service and technology revenues	$	13,662		$	17,801
Change from same prior-year period		-23	%		101	%
Percentage of service and technology revenues		24	%		32	%
Service gross margin	$	44,000		$	36,516
Technology gross margin	$	425		$	717
Service gross margin as a percentage of service revenue		81	%		78	%
Technology gross margin as a percentage of technology revenue		11	%		9	%

Costs of service and technology revenues consist primarily of telecommunication and network expenses, employee salaries, call center, credit card processing fees, and other expenses related to providing the TiVo service. Also included are expenses related to providing engineering services to our customers, including employee salaries and related costs, as well as prototyping and other material costs. Cost of service revenues for the quarter ended April 30, 2007 remained relatively flat as compared to the same prior-year period decreasing by $280,000 or 3%.

Cost of technology revenues decreased by $3.9 million for the quarter ended April 30, 2007, as compared to the prior-year period. These decreases in costs are largely related to lower costs associated with Comcast development revenues expensed in the quarter ended April 30, 2007, as compared to the same prior-year period. For the quarter ended April 30, 2006, $4.6 million in Comcast cost of development revenues were recognized for services performed in the fiscal year ended January 31, 2006, at which time we recorded an equal amount of technology revenues. These costs, and corresponding revenues were deferred until the first quarter of fiscal year 2007 when TiVo and Comcast agreed upon the engineering services to be delivered.

28

Cost of hardware revenues.

	Three Months Ended April 30,
	2007			2006
	(In thousands, except percentages)
Cost of hardware revenues	$	10,648		$	15,146
Change from same prior-year period		-30	%		-3	%
Percentage of hardware revenues		464	%		881	%
Hardware gross margin	$	(8,355	)	$	(13,427	)
Hardware gross margin as a percentage of hardware revenue		-364	%		-781	%

Costs of hardware revenues include all product costs associated with the TiVo-enabled DVRs we distribute and sell, including manufacturing-related overhead and personnel, warranty, certain licensing, order fulfillment, and freight costs. We engage a contract manufacturer to build TiVo-enabled DVRs. We sell this hardware as a means to grow our service revenues and, as a result, do not intend to generate positive gross margins from these hardware sales. The hardware gross margin loss, as a percentage of hardware revenue, for the quarter ended April 30, 2007 decreased by approximately 38% primarily due to the decrease in the amount of consumer hardware rebates accrued during the quarter combined with the change in product mix, and additional higher priced TiVo DVRs. The effectively higher priced DVR led to a decrease in the hardware gross margin loss for the quarter ended April 30, 2007, as compared to the same prior-year period.

Research and development expenses.

	Three Months Ended April 30,
	2007			2006
	(In thousands, except percentages)
Research and development expenses	$	14,245		$	12,861
Change from same prior-year period		11	%		18	%
Percentage of net revenues		24	%		23	%

Our research and development expenses consist primarily of employee salaries, related expenses, and consulting expenses. Research and development expenses, as a percentage of net revenue increased 1%, for the quarter ended April 30, 2007, as compared to the same prior-year period. However, in terms of absolute dollars, research and development increased 11% for the quarter ended April 30, 2007, as compared to the same prior-year period. The absolute dollar increase in expenses for the quarter ended April 30, 2007 was due to an increase of $1.2 million in headcount related costs associated with an increase in engineering headcount, $510,000 in additional stock based compensation, offset by an increase of $375,000 in engineering expenses allocated to cost of technology revenues.

Sales and marketing expenses.

	Three Months Ended April 30,
	2007			2006
	(In thousands, except percentages)
Sales and marketing expenses	$	5,303		$	4,847
Change from same prior-year period		9	%		28	%
Percentage of net revenues		9	%		9	%

29

Sales and marketing expenses consist primarily of employee salaries and related expenses. Sales and marketing expenses, as a percentage of net revenue, remained flat at 9% for the three months ended April 30, 2007 as compared to the same prior-year period and, in terms of absolute dollars increased by 9% for the three months ended April 30, 2007 as compared to the same prior-year period. The largest contributors to the increased sales and marketing expenses for the three months ended April 30, 2007 were salaries and related expenses of $275,000 due to an increase in headcount of 5 employees and an increase in temporary employee expenses of $168,000 due to an increase in 10 temporary headcount.

Sales and marketing, subscription acquisition costs.

	Three Months Ended April 30,
	2007			2006
	(In thousands, except percentages)
Sales and marketing, subscription acquisition costs	$	5,790		$	2,783
Change from same prior-year period		108	%		-17	%
Percentage of net revenues		10	%		5	%

Sales and marketing, subscription acquisition costs include advertising expenses and promotion related expenses directly related to subscription acquisition activities. For the quarter ended April 30, 2007 these expenses doubled as compared to the same period in the prior year primarily due to increased spending of $2.8 million for advertising costs related to our fiscal year 2008 advertising campaign and web and online marketing. We expect the sales and marketing component of subscription acquisition costs to continue to increase in fiscal year 2008 as a result of our planned marketing and advertising strategies. While we expect this component of our total acquisition costs to increase for the fiscal year 2008, we expect this increase to be offset by the decrease in our hardware rebates expense, resulting in lower total acquisition costs for fiscal year as compared to fiscal year 2007.

General and administrative expenses.

	Three Months Ended April 30,
	2007			2006
	(In thousands, except percentages)
General and administrative	$	11,222		$	15,059
Change from same prior-year period		-25	%		145	%
Percentage of net revenues		19	%		27	%

General and administrative expenses consist primarily of employee salaries and related expenses for executive, administrative, accounting, information technology systems, customer operations personnel, facility costs, and legal and professional fees. General and administrative expenses, decreased as a percentage of net revenues by 8% for the three months ended April 30, 2007 as compared to the same prior-year period, and in terms of absolute dollars, decreased 25% compared to the same prior-year period. Included in the $11.2 million of general and administrative expenses for the quarter ended April 30, 2007 was $1.5 million of legal expense incurred in connection with one of our customer’s settlement of a legal dispute.

These decreases were largely related to a reduction in legal spending of $4.3 million and consulting and outside services of $1.4 million. This decrease was offset by an increase in salary and related costs of $437,000 and stock option of expense of approximately $584,000 due to an increase in headcount of 22 employees. Additionally, depreciation expense increased by $300,000 due to additional property and equipment purchased during the past year and bad debt expense increased by approximately $379,000.

Interest income. Interest income resulting from cash and cash equivalents held in interest bearing accounts and short-term investments for the quarter ended April 30, 2007 was $1.4 million or approximately a 32% increase over the $1.1 million from same prior-year period. The increase was a result of an increase in the average interest rate earned during the quarter ended April 30, 2007, to approximately 5.3% from 4.4% in the same prior-year period.

30

Liquidity and Capital Resources

We have financed our operations and met our capital expenditure requirements primarily from the proceeds of the sale of equity and debt securities. Our cash resources are subject, in part, to the amount and timing of cash received from our subscriptions, licensing and engineering services customers, and hardware customers. At April 30, 2007, we had $101.8 million of cash and cash equivalents and short-term investments. We believe our cash and cash equivalents, and short term investments, combined with funds generated/used from operations, and our revolving line of credit facility with Citigroup provide sufficient resources to fund operations, capital expenditures, and working capital needs through the next twelve months.

Statement of Cash Flows Discussion

Our primary sources of liquidity are cash flows provided by financing activities. Although we currently anticipate this source of liquidity will be sufficient to meet our cash needs through the next twelve months, we may require or choose to obtain additional financing. Our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance, and the condition of the capital markets at the time we seek financing. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution. Please refer to Part II, Item 1A, “Risk Factors” in this Report and Part I, Item 1A, “Risk Factors” in our most recent annual report on Form 10-K for further discussion.

The following table summarizes our cash flow activities:

	Three Months Ended April 30,
	2007			2006
Net cash used in operating activities	$	(26,213	)	$	(14,150	)
Net cash used in investing activities	$	(4,572	)	$	(1,464	)
Net cash provided by financing activities	$	767		$	3,724

Net Cash Used in Operating Activities

The increase in net cash used in operating activities of $12.1 million from the quarter ended April 30, 2007 compared to the same prior-year period was largely attributable to the increase in payments to vendors reducing accounts payable by $26.1 million.

Net Cash Used in Investing Activities

The net cash used in investing activities for the quarter ended April 30, 2007 was approximately $4.6 million compared to $1.5 million for the same prior-year period. This increase was primarily due to purchases of short-term investments of $3.0 million.

Net Cash Provided by Financing Activities

For the quarters ended April 30, 2007 and 2006, the principal source of cash generated from financing activities related to the issuance of common stock for stock options exercised. For the three months ended April 30, 2007, we used cash to reacquire 13,908 shares of stock from employees to satisfy $85,000 in tax withholdings requirements on newly vested restricted stock grants.

Financing Agreements

Universal Shelf Registration Statement. We have an effective universal shelf registration statement on Form S-3 (No. 333-113719) on file with the Securities and Exchange Commission under which we may issue up to $100,000,000 of securities, including debt securities, common stock, preferred stock, and warrants. On September 5, 2006 we sold 8,264,463 shares of our common stock, par value $.001 per share, at $7.865 per share in an underwritten public offering. The sale of the shares closed on September 11, 2006. The sale of the shares was registered pursuant to our $100 million universal shelf registration statement on Form S-3 (File No. 333-113719). The net proceeds from this sale were approximately $64.5 million after deducting our estimated offering expenses of $484,000. The net proceeds from the sale of our common stock are being used for general corporate purposes, which may include: funding research, development, sales and marketing, increasing our working capital, reducing indebtedness, and capital expenditures. After the September 2006 common stock offering, there was approximately $35 million available for issuance under the universal shelf registration statement.

31

Revolving Line of Credit Facility with Citigroup.

On January 25, 2007, we entered into a credit agreement, together with a post-closing agreement and related security and other ancillary agreements, with Citigroup Global Markets Realty Corp., as lender and agent. Under the terms of the credit agreement Citigroup will extend a revolving line of credit equal to the lesser of $50 million or amounts available pursuant to a borrowing base calculation. As of April 30, 2007, we could borrow $50 million. We may request that an additional $50 million of borrowing capacity be added to the revolving line of credit. The credit agreement requires us to use proceeds exclusively for working capital and general corporate purposes. As of April 30, 2007, we had no borrowings outstanding under this revolving line of credit.

Borrowings under the credit agreement are secured by a first-priority security interest on substantially all of the Company’s current and future assets (except for certain intellectual property held by our subsidiaries and certain other assets). Borrowings under the credit agreement will bear interest at a rate equal to 1-month LIBOR for U.S. dollar deposits plus 4.0%, but during an event of default, the interest rate becomes 2.0% above the rate in effect immediately before the event of default.

The credit agreement includes, among other terms and conditions, limitations on our ability to create, incur, assume or be liable for indebtedness (other than specified types of permitted indebtedness); dispose of assets outside the ordinary course (subject to specified exceptions); acquire, merge or consolidate with or into another person or entity (other than specified types of permitted acquisitions); create, incur or allow any lien on any of its property or assign any right to receive income (except for specified permitted liens); make investments (other than specified types of investments); or pay dividends or make distributions (each subject to specified exceptions), and certain financial covenants. At April 30, 2007, we were in compliance with these covenants. The line of credit terminates and any and all borrowings are due on January 25, 2010, but may be terminated earlier by us without penalty upon written notice and prompt repayment of all amounts borrowed.

Contractual Obligations

As of April 30, 2007, we had contractual obligations to make the following cash payments:

	Payments due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		Over 5 years
	(In thousands)
Operating leases	$	6,558	$	2,338	$	4,220	$	—	$	—
Purchase obligations		5,731		5,731		—		—		—
Total contractual cash obligations	$	12,289	$	8,069	$	4,220	$	—	$	—

Purchase Commitments with Contract Manufacturers and Suppliers. We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help assure adequate component supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by us or that establish the parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. The table above displays that portion of our purchase commitments arising from these agreements that is firm, non-cancelable, and unconditional. If there are unexpected changes to anticipated demand for our products or in the sales mix of our products, some of the firm, non-cancelable, and unconditional purchase commitments may result into TiVo being committed to purchase excess inventory.

Our other commercial commitment as of April 30, 2007, was our standby letter of credit issued to the landlord of our Alviso, California offices in the amount shown below:

	Total		Less than 1 year		1-3 years		3-5 years		Over 5 years
	(In thousands)
Standby letter of credit	$	477	$	75	$	402	$	—	$	—
Total contractual obligations	$	477	$	75	$	402	$	—	$	—

32

Off-Balance Sheet Arrangements

As part of our ongoing business, we generally do not engage in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities. Accordingly, our operating results, financial condition, and cash flows are not generally subject to off-balance sheet risks associated with these types of arrangements. We did not have any material off-balance sheet arrangements at April 30, 2007.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our exposure to market risk has not changed materially from our exposure at January 31, 2007. Please refer to our annual report on Form 10-K for the period ended January 31, 2007.

ITEM 4. CONTROLS AND PROCEDURES.

We are committed to maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures and implementing controls and procedures based on the application of management’s judgment.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective in reaching a reasonable level of assurance as of April 30, 2007(the end of the period covered by this Report), regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There has been no changes in our internal control over financial reporting during the three months ended April 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented or overriden by the individual acts of some persons, by the collusion of two or more people, or by management. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements or omissions due to error or fraud may occur and not be detected.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The information under the heading “Legal Matters” set forth under Note 7 of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this report, is incorporated herein by reference.

33

ITEM 1A. RISK FACTORS.

Before deciding to purchase, hold or sell our common stock, you should carefully consider the risk factors described below and the risks described in our annual report on Form 10-K for the year ended January 31, 2007 in the section entitled “Risk Factors”, in addition to the other cautionary statements and risks described elsewhere, and the other information contained in this report and in our other filings with the SEC, including our annual report on Form 10-K for the year ended January 31, 2007 and subsequent reports subsequent reports on Forms 10-Q and 8-K.

We have limited experience in providing service and operations internationally that are subject to different laws, regulations, and requirements than those in the United States and our inability to perform or comply with such laws, regulations, and requirements could harm our reputation, brand, and have a negative impact on revenues.

We have provided and expect to continue to provide TiVo service in jurisdictions outside of the United States, including the United Kingdom and in the future, Mexico and Australia. We have limited experience in international operations. If we are unable to properly manage our international operations or comply with international laws, regulations, and requirements, we could suffer damage to our reputation, brand, and revenues and as a result our business could be harmed.

We face significant risks in overseeing our outsourcing of manufacturing processes as well as in the management of our inventory, and failure to properly oversee our manufacturing processes or to effectively manage our inventory levels may result in product recalls or supply imbalances that could harm our business.

We have contracted for the manufacture of certain TiVo-enabled DVRs with a contract manufacturer. We sell these units to retailers and distributors, as well as through our own online sales channels. Product manufacturing is outside our core business and we face significant risks if our contract manufacturer does not perform as expected. If we fail to effectively oversee the manufacturing process, including the work performed by our contract manufacturer, we could suffer from product recalls, poorly performing product, and higher than anticipated warranty costs.

In connection with our manufacturing operations, we maintain a finished goods inventory of the DVR units we produce throughout the year. Due to the seasonality in our business and our long-lead time product development and manufacturing cycles, we need to make forecasts of demand and commit significant resources towards manufacturing of our DVR units well in advance of our peak selling periods. As such, we are subject to significant risks in managing the inventory needs of our business during the year, including estimates of the appropriate mix of demand across our older and newer DVR models. For example, in light of our current inventories of existing DVR models, if we were to over estimate demand for such units, particularly as we will be looking to introduce a new lower-cost high definition DVR model later this year, we may end up with inventories that exceed demand which would require us to record additional write-downs. We record adjustments to our inventory of finished products and materials on-hand, when appropriate, to reflect inventory at lower of cost or market and to account for product or materials which are not forecasted to be used in future production. We also record accruals for charges that represent management’s estimate of our exposure to the contract manufacturer for excess non-cancelable purchase commitments, including estimates of any charges which we could incur in the event we were to not proceed with such non-cancelable purchase commitments. As of January 31, 2007, we impaired $2.0 million in inventory and reserved approximately $500,000 for excess non-cancelable purchase commitments, of which $1.9 million and $500,000, respectively, remains on our balance sheet as of April 30, 2007. In the future, we may be required to record additional write-downs of finished products and materials on-hand and/or additional charges for excess purchase commitments as a result of future changes in our sales forecasts.

We face significant risks to our business when we engage in the outsourcing of engineering work which, if not properly managed, could result in the loss of valuable intellectual property which could harm our business.

We have from time-to-time outsourced of engineering work related to the design, development, and manufacturing of our products. We have and expect to in the future work with companies located in jurisdictions outside of the United States, including, but not limited to, China, South Korea, India, Ukraine, and Mexico. We have limited experience in the outsourcing of engineering, manufacturing and other work to third parties located internationally that operate under different laws and regulations than those in the United States. If we are unable to properly manage and oversee the outsourcing of this engineering, manufacturing and other work related to our products, we could suffer the loss of valuable intellectual property, including patents, trademarks, trade secrets, and copyrights and as a result our business could be harmed.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

34

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
10.1*	Amended and Restated Employment Agreement, effective as of March 21, 2007, by and between Thomas Rogers and TiVo Inc. (filed herewith).
10.2*	Amended and Restated Change of Control Agreement, effective as of March 21, 2007, by and between Thomas Rogers and TiVo Inc. (filed herewith).
10.3+	Seventh Amendment to Vendor Agreement, effective as of May 1, 2007, by and between Best Buy Purchasing LLC and TiVo Inc. (filed herewith).
10.4+	Licensed Data Agreement, effective May 14, 2007, by and between Tribune Media Services, Inc. and TiVo Inc. (filed herewith).
10.5+	Addendum 1 to the Licensed Data Agreement, effective May 14, 2007, by and between Tribune Media Services, Inc., Fandango Inc. and TiVo Inc. (filed herewith).
31.1	Certification of Thomas S. Rogers, President and Chief Executive Officer of TiVo Inc. dated June 11, 2007 pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Steven J. Sordello, Senior Vice President and Chief Financial Officer of TiVo Inc. dated June 11, 2007 pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Thomas S. Rogers, President and Chief Executive Officer of TiVo Inc. dated June 11, 2007 in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Steven J. Sordello, Senior Vice President and Chief Financial Officer of TiVo Inc. dated June 11, 2007 in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Management contract or compensatory plan or arrangement

+ Confidential Treatment has been requested as to portions of this exhibit.

Trademark Acknowledgments

“TiVo,” the TiVo Logo, TiVo Smile Design, “TiVo Central,” “Can’t Miss TV,” “Ipreview,” the Jump Logo, “Personal Video Recorder,” “See it, want it, get it,” “TiVoMatic,” “TiVo, TV Your Way,” “TiVolution,” the Thumbs Up Logo, the Thumbs Down Logo, “What you want, when you want it,” and WishList are registered trademarks of TiVo Inc.

“Guru Guide,” “Active Preview,” “Home Media Option”, “Overtime Scheduler,” “Primetime Anytime,” “Season Pass”, “TiVoToGo”, TiVo Series2 (logo and text), and TiVo Series3 (logo and text) are trademarks of TiVo Inc. All other trademarks or trade names appearing in this report are the property of their respective owners.

35

SIGNATURES

Pursuant to the requirements the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TIVO INC.
Date: June 11, 2007	By:	/s/ THOMAS S. ROGERS
		Thomas S. Rogers
		President and Chief Executive (Principal Executive Officer)
Date: June 11, 2007	By:	/s/ STEVEN J. SORDELLO
		Steven J. Sordello
		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

36

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS 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 March 21, 2007 (the “Restatement Effective Date”).

WHEREAS, the Company and Executive desire to amend and restate that certain Employment Agreement dated as of July 1, 2005 (the “Original Effective Date”), between the Company and Executive (the “Prior Agreement”).

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) Board. “Board” means the Board of Directors of the Company.

(b) Cause. “Cause” means (i) Executive’s willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after Executive’s issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, (ii) Executive’s willful and continued failure to substantially follow and comply with such specific and lawful directives of the Board that are not inconsistent with Executive’s position as President and Chief Executive Officer of the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after Executive’s issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, or (iv) Executive’s conviction of, or entry by Executive of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes of this Section 1(b), no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith.

(c) Change of Control. “Change of Control” means (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a sale by the stockholders of the Company of the voting stock of the Company to another corporation and/or its subsidiaries or other person or group that results in the ownership by such corporation and/or its subsidiaries or other person or group (the “Acquiring Entity”) of eighty percent (80%) or more of the combined voting power of all classes of the voting stock of the Company entitled to vote; provided, however, that a sale by the stockholders of the Company of voting stock that results in the ownership by such Acquiring Entity of less than eighty percent (80%) of the combined voting power of all classes of the voting stock of the Company entitled to vote shall nonetheless constitute a Change of Control if it results in the Acquiring Entity having the ability to appoint a majority of the members of the Board, (iii) a merger or consolidation in which the Company is not the surviving corporation, or (iv) a reverse merger in which the Company is the surviving corporation but less than fifty-one percent (51%) of the shares of the Company’s common stock outstanding immediately after the merger are beneficially owned by the Company’s stockholders (as determined immediately before the merger).

(d) Good Reason. “Good Reason” means the occurrence of any one or more of the following events without Executive’s prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination:

(i) the removal of Executive from his position as Chief Executive Officer or President of the Company for any reason other than for Cause or Executive’s Disability;

(ii) a material reduction in the nature or scope of Executive’s responsibilities, or the assignment to Executive of duties that are materially inconsistent with Executive’s position (in each case as compared to Executive’s responsibilities, duties or position on the Restatement Effective Date);

(iii) the Company’s reduction of Executive’s annual base salary or bonus opportunity, each as in effect on the Restatement Effective Date or as the same may be increased from time to time;

(iv) the Company’s failure to maintain a suitable and appropriate office for Executive in New York, New York or the Company’s failure to reimburse Executive for first class air travel for travel between New York, New York and the Company’s offices in Alviso, California;

(v) the Company’s failure to pay to Executive any portion of his then current compensation or any portion of an installment of deferred compensation under any deferred compensation program of the Company, in each case within seven (7) days of the date such compensation is due;

(vi) the Company’s failure to continue in effect compensation and benefit plans which provide Executive with benefits which are no less favorable on an aggregate basis, both in terms of the amount of benefits provided and the level of Executive’s participation relative to other participants, to the benefits provided to Executive under the Company’s compensation and benefit plans and practices on the Restatement Effective Date;

(vii) the Company’s failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 10(b)(i) hereof;

(viii) the Company requiring Executive to relocate his primary residence from New York;

(ix) the Company’s purported modification of this Agreement or any termination of this Agreement by the Company for any reason other than for Cause or Executive’s Disability;

(x) the Company’s providing notice to Executive, as contemplated by Section 1 thereof, that it does not wish to extend the term of Executive’s Change of Control Agreement (as defined below); or

(xi) the Company’s material breach of any provision of this Agreement.

Executive’s right to terminate his employment pursuant to this Section 1(d) shall not be affected by his incapacity due to physical or mental illness. Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

(e) Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated due to his death, the date of Executive’s death, (ii) if Executive’s employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that Executive shall not have returned to the full time performance of his duties during such thirty (30) day period), and (iii) if Executive’s employment is terminated for any reason other than death or Disability, the date specified in the Notice of Termination (which, in the case of a termination by the Company without Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination by Executive for Good Reason shall not be less than fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given).

(f) Disability. Executive’s “Disability” means his absence from the full-time performance of his duties with the Company for one hundred eighty (180) consecutive days by reason of his physical or mental illness.

(g) Notice of Termination. Any purported termination of Executive’s employment by the Company or by Executive (other than termination due to Executive’s death, which shall terminate Executive’s employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 10(g). “Notice of Termination” means a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.

2

(h) Stock Awards. “Stock Awards” means all stock options, stock appreciation rights, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof.

2. Employment Period. Subject to the provisions for earlier termination hereinafter provided, the term of this Agreement shall continue in effect until Executive’s employment with the Company is terminated (the “Employment Period”).

3. Services to Be Rendered.

(a) Duties and Responsibilities. Executive shall serve as a member of the Board and as President and Chief Executive Officer of the Company. So long as Executive is serving as the President and Chief Executive Officer of the Company, he will be nominated to, and if elected by the stockholders of the Company, be a member of, the Board. In the performance of such duties, Executive shall report directly to the Board, shall be the senior-most executive officer of the Company and shall have the duties and responsibilities consistent with the positions set forth above in a company the size and nature of the Company. Executive hereby consents to serve as an officer and/or director of the Company or any subsidiary or affiliate thereof without any additional salary or compensation, if so requested by the Board. Executive shall be employed by the Company on a full time basis. Executive shall perform his duties at the Company’s offices in Alviso, California and at the offices maintained by the Company for Executive in New York, New York. Executive shall be subject to and comply with the policies and procedures generally applicable to senior executives of the Company or such other policies and procedures that apply to Executive particularly, in each case to the extent the same are not inconsistent with any term of this Agreement. While Executive serves as President and Chief Executive Officer of the Company, the Board shall consult with him regarding any appointments to the offices of Chairman of the Board and Vice Chairman of the Board.

(b) Exclusive Services. Executive agrees to devote substantially all of Executive’s business time, attention and energies to the business of the Company. Subject to the terms of Section 6, this shall not preclude Executive from devoting time to personal and family investments or serving on advisory boards, community and civic boards or the corporate boards on which Executive currently serves, or participating in industry associations, provided such activities do not materially interfere with his duties to the Company. Executive agrees that he will not join any additional corporate boards without the prior approval of the Board, which approval shall not be unreasonably withheld or delayed.

(c) Support Services. Executive shall be entitled to all of the administrative, operational and facility support customary for a similarly-situated executive. This support shall include an executive assistant selected by Executive exclusively assigned to him and the non-exclusive services of an administrative assistant located in the Company’s Alviso, California offices.

4. Compensation and Benefits. The Company shall pay or provide, as the case may be, to Executive the compensation and other benefits and rights set forth in this Section 4.

(a) Base Salary. The Company shall pay to Executive a base salary of $800,000 per fiscal year, payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly). Executive’s base salary shall be subject to review annually by and at the sole discretion of the Compensation Committee of the Board.

(b) Bonus. In addition to the base salary described above, for each fiscal year ending during the Employment Period, Executive shall have the opportunity to earn an annual performance bonus based on reasonable criteria established by the Compensation Committee of the Board in good faith no later than ninety (90) days following the start of each fiscal year. Upon full attainment of the aforementioned criteria established by the Compensation Committee of the Board, Executive’s annual bonus will be equal to $525,000, but for less than full achievement of such aforementioned criteria, Executive’s annual bonus shall be a lesser amount in accordance with

3

a specific formula determined by the Compensation Committee of the Board, in its discretion, no later than ninety (90) days following the start of each fiscal year. Notwithstanding the foregoing, for fiscal year 2005, Executive shall be paid a bonus equal to no less than a pro-rated portion of his target annual bonus based upon the actual number of days worked by Executive during such fiscal year. The annual bonus shall be determined in good faith by the Compensation Committee of the Board as soon as practicable after the end of the fiscal year with respect to which it is payable, and shall be paid to Executive in a lump sum promptly thereafter and in no event later than April 15 immediately following the end of such fiscal year, subject to all withholding with respect thereto as is required by applicable law. The Compensation Committee of the Board will consider and shall have the discretion to exclude extraordinary items in good faith when determining Executive’s annual bonus, it being understood that the final determination shall be within the discretion of the Compensation Committee of the Board.

(c) Benefits. Executive shall be entitled to participate in benefits under the Company’s benefit plans and arrangements, including, without limitation, any employee benefit plan or arrangement made available in the future by the Company to its senior executives, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. The Company shall have the right to amend or delete any such benefit plan or arrangement made available by the Company to its senior executives and not otherwise specifically provided for herein. The Company shall also pay directly or reimburse Executive or TRget Media LLC for the premiums payable with respect to the long-term disability and life insurance policies maintained by Executive or TRget Media LLC as of the Original Effective Date; provided, however, that upon Executive’s request, the Company shall provide comparable replacement long-term disability and/or life insurance coverage to the extent the available replacement coverage will not result in a material increase to the Company in the aggregate cost of such coverage for Executive. Executive shall also be entitled to such supplemental benefits as are agreed upon by Executive and the Company from time to time.

(d) Expenses. The Company shall reimburse Executive for reasonable business entertainment expenses and any other out-of-pocket business expenses incurred in connection with the performance of his duties hereunder, subject to (i) such policies as the Company may from time to time establish, and (ii) Executive furnishing the Company with evidence in the form of receipts satisfactory to the Company substantiating the claimed expenditures. Executive shall be reimbursed for first class air travel for travel between New York, New York and the Company’s offices in Alviso, California. Executive shall be reimbursed pursuant to the Company’s standard travel policies for other business travel, provided that Executive shall be reimbursed for first class air travel if Executive determines reasonably and in good faith that such travel is appropriate. The Company shall also: (i) lease, furnish and maintain an apartment reasonably acceptable to Executive within fifteen (15) miles of the Company’s Alviso, California offices, (ii) lease and maintain at no cost to Executive an automobile for Executive’s use while working out of the Company’s Alviso, California offices, and (iii) pay or reimburse Executive for the costs associated with Executive’s non-business related meals while working out of the Company’s offices in Alviso, California, not to exceed $5,000 per year.

(e) Paid Time Off; Vacation. Executive shall be entitled to such periods of paid time off (“PTO”) each year as provided under the Company’s PTO policy and as otherwise provided for senior executive officers, which shall in any event be no less than four (4) weeks per year.

(f) Stock Awards.

(i) On the Original Effective Date, the Company granted to Executive (A) stock options to purchase 1,000,000 shares of the Company’s common stock pursuant to the TiVo Inc. 1999 Equity Incentive Plan (the “Plan”), (B) 1,000,000 stock appreciation rights pursuant to the Plan, and (C) 350,000 shares of the Company’s common stock pursuant to the Plan. Such Stock Awards are subject to the terms and conditions of the Plan and the award agreements pursuant to which such Stock Awards were granted to the extent such provisions are not less favorable to Executive than the applicable provisions of this Agreement.

(ii) On the Restatement Effective Date, the Company shall grant to Executive the following stock options (the “New Stock Options”):

(A) New Stock Options to purchase 700,000 shares of the Company’s common stock pursuant to the Plan. Subject to Sections 4(f)(iii) and 5, (A) 300,000 of such New Stock Options shall

4

vest on the fourth anniversary of the Restatement Effective Date and (B) 400,000 of such New Stock Options shall vest in forty-eight (48) equal monthly installments commencing on the first monthly anniversary of the Restatement Effective Date, in the case of both (A) and (B) subject to Executive’s continued employment or service with the Company on each such date.

(B) New Stock Options to purchase 300,000 shares of the Company’s common stock pursuant to the Plan. Subject to Sections 4(f)(iii) and 5, all of such New Stock Options shall vest on the fourth anniversary of the Restatement Effective Date, subject to Executive’s continued employment or service with the Company on such date. Such New Stock Options shall vest on an accelerated basis as follows:

(1) If the Company attains 4,700,000 active subscribers on or prior to the second anniversary of the Restatement Effective Date, 150,000 of such New Stock Options shall vest on the date such achievement is certified by the Compensation Committee of the Board of Directors, subject to Executive’s continued employment or service with the Company on such date.

(2) If the Company achieves $25,000,000 in ad/ARM revenue for the 2007 or 2008 fiscal years, 150,000 of such New Stock Options shall vest on the date such achievement is certified by the Compensation Committee of the Board of Directors, subject to Executive’s continued employment or service with the Company on such date.

Any New Stock Options granted pursuant to this Section 4(f)(ii) shall have a per share exercise price equal to the then-current fair market value of a share of the Company’s common stock (as determined pursuant to the Plan) on the date the grant is approved by the Board or the Compensation Committee of the Board, which shall be no later than the Restatement Effective Date. Such New Stock Options shall be incentive stock options to the extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Such New Stock Options shall have a ten (10) year term and shall be subject to the terms and conditions of the Plan and the stock option agreement pursuant to which such New Stock Options are granted to the extent such provisions are not less favorable to Executive than the applicable provisions of this Agreement.

(iii) In the event that, following July 1, 2007, Executive elects to have the Company engage a full-time replacement Chief Executive Officer so that Executive may be elected Chairman of the Board, the vesting of Executive’s Stock Awards described in Section 4(f)(i) and 4(f)(ii) shall be automatically adjusted so that (A) the time-based vesting period of such Stock Awards shall be extended to twice the length of the remaining vesting period at the time of such role conversion (performance-based accelerated vesting shall be unaffected) and (B) the number of Stock Awards vesting on each time-based vesting date during the extended vesting period shall be proportionately adjusted to reflect such extension (performance-based accelerated vesting shall be unaffected), it being understood that such changes shall be implemented so that one hundred percent (100%) of the Stock Awards will vest by the end of the revised vesting schedule. Except as set forth in the immediately preceding sentence, Executive’s change in status from President and Chief Executive Officer shall have no adverse effect on his Stock Awards provided Executive continues to be a member of the Board.

(iv) In addition to the Stock Awards described in this Section 4(f), Executive shall be entitled to participate in any equity or other employee benefit plan that is generally available to senior executive officers, as distinguished from general management, of the Company and shall be eligible to be considered for annual grants of equity awards. Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan.

(g) New York Office. The Company shall maintain an office in New York, New York for Executive’s use in connection with his performance of services for the Company pursuant to this Agreement. As of the Restatement Effective Date, the Company and Executive have agreed on the initial location of such office. Following the Restatement Effective Date, the New York office may be relocated by the Company to any location reasonably satisfactory to Executive.

(h) Media Equipment. The Company shall reimburse Executive up to $15,000 for media equipment purchased by Executive for his home office. In addition, the Company shall reimburse Executive up to

5

$6,000 annually for home media expenses, which reimbursements may be made at any time during such year. Executive shall also be reimbursed approximately $5,000 annually for home office expenses, with any significant deviation from such amount to be mutually agreed by the Company and Executive, which reimbursements may be made at any time during such year.

(i) Family Travel Expenses. The Company shall reimburse Executive for business class airfare for his immediate family for travel no more frequently than once each fiscal quarter between New York, New York and the San Francisco Bay Area. In addition, the Company shall reimburse Executive for the reasonable cost of hotel accommodations incurred by Executive’s immediate family during such trips to the extent such hotel accommodations are necessary as a result of an absence of sufficient accommodations for Executive’s family in his Company-provided apartment.

(j) Executive Assistant. During the Employment Period, the Company shall either pay directly or reimburse Executive or TRget Media LLC for the reasonable costs of providing Executive administrative support through the services of his current executive assistant as of the Restatement Effective Date, including without limitation reimbursement for coach class airfare for such executive assistant for travel between New York, New York and Alviso, California, as well as the reasonable cost of hotel accommodations incurred by such executive assistant during such trip or as needed in New York, New York, at such hotels as may be mutually agreed upon be the Company and Executive. The parties agree that the current compensation and benefits costs of Executive’s executive assistant are reasonable.

5. Termination and Severance. Executive shall be entitled to receive benefits upon termination of employment only as set forth in this Section 5:

(a) At-Will Employment; Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive.

(b) Termination by Death, For Cause or Disability, Voluntary Resignation Without Good Reason. If Executive’s employment with the Company is terminated by reason of Executive’s death, by the Company for Cause or Disability, or by Executive other than for Good Reason, the Corporation shall pay Executive (or his estate) his full base salary, when due, through the Date of Termination, at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due (including, without limitation, all accrued and unused vacation), and the Company shall have no further obligations to Executive (or his estate) under this Agreement. In addition, if Executive’s employment with the Company is terminated by the Company for Cause, or by Executive other than for Good Reason, all vesting of Executive’s unvested Stock Awards previously granted to him by the Company shall cease and none of such unvested Stock Awards shall be exercisable following the Date of Termination. If Executive’s employment with the Company is terminated by reason of Executive’s death or by the Company for Disability, then the greater of (i) fifty percent (50%) of Executive’s unvested Stock Awards as of the Date of Termination, or (ii) such number of Executive’s Stock Awards as would vest pursuant to Section 5(c)(i)(D) as of the Date of Termination if such Section were applicable, shall immediately vest and remain exercisable for the balance of their original term. The foregoing shall be in addition to, and not in lieu of, any and all other rights and remedies which may be available to the Company under the circumstances, whether at law or in equity.

(c) Termination Without Cause or Voluntary Resignation for Good Reason.

(i) Termination Apart From Change of Control. If Executive’s employment is terminated (A) by the Company other than for Cause or Disability or (B) by Executive for Good Reason, and such termination is not a Payment Termination (as defined in that certain Amended and Restated Change of Control Terms and Conditions of even date herewith, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (the “Change of Control Agreement”)), then, subject to Section 5(e), in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company or by law, Executive shall be entitled to receive the benefits provided below:

(A) the Company shall pay to Executive his fully earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due (including, without limitation, all accrued and unused vacation);

6

(B) Executive shall be entitled to receive an amount equal to 1.5 times Executive’s annual base salary (without giving effect to any reductions thereto), payable in three (3) equal installments as follows: (1) one-third (1/3) shall be paid within ten (10) days of the date the condition set forth in Section 5(d) has been satisfied, (2) one-third (1/3) shall be paid on the date that is six (6) months following the Date of Termination, and (3) one-third (1/3) shall be paid on the date that is twelve (12) months following the Date of Termination; provided, however, that any amount described in this Section 5(c)(i)(B) that is unpaid as of the date that is the later of 2.5 months after the end of the calendar year in which Executive’s Date of Termination occurs or 2.5 months after the end of the Company’s fiscal year in which Executive’s Date of Termination occurs shall be paid in cash in a lump sum no later than such date.

(C) for the period beginning on the Date of Termination and ending on the date which is the earlier of (1) the date Executive obtains substantially similar coverage due to subsequent employment or (2) the date which is eighteen (18) full months following the Date of Termination, the Company shall continue in effect at Company cost each welfare coverage of Executive and/or his covered dependents on the same terms and conditions in effect prior to Executive’s Date of Termination;

(D) (1) the vesting and/or exercisability of each of Executive’s outstanding Stock Awards shall be automatically accelerated on the Date of Termination as to the number of Stock Awards that would vest over the twelve (12) month period following the Date of Termination had Executive remained continuously employed by the Company during such period (treating Executive’s Stock Awards that vest based on the passage of time that do not vest on a monthly basis for purposes of such 12-month period as if they were subject to ratable vesting over the forty-eight (48) month period commencing on the first monthly anniversary of the grant date of such Stock Awards), and (2) Executive shall be permitted to exercise each of his outstanding vested Stock Awards as of the Date of Termination (including any Stock Awards required to be vested in connection with Executive’s termination of employment) for the remainder of the original term of such Stock Award. The foregoing provisions are hereby deemed to be a part of each Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award; and

(E) Upon attainment of the performance criteria with respect to Executive’s annual bonus for the fiscal year in which Executive’s employment terminates, a pro-rated portion of such annual bonus based upon the actual number of days worked by Executive during such fiscal year, payable in a single lump sum when bonuses for such fiscal year are paid to the Company’s executives generally.

(ii) Termination In Connection With a Change of Control. If Executive incurs a Payment Termination (as defined in the Change of Control Agreement), then Executive shall be entitled to receive the benefits provided in the Change of Control Agreement; provided that if any benefit that would otherwise be provided pursuant to Section 5(c)(i) is more favorable to Executive than that provided under the Change of Control Agreement, Executive shall be entitled to receive the more favorable benefit.

(d) Release. As a condition to Executive’s receipt of any benefits described in this Section 5(c), Executive shall be required to execute a Release in the form attached hereto as Exhibit B (the “Release”).

(e) Exclusive Remedy. Except as otherwise expressly required by law (e.g., COBRA) or as specifically provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other amounts hereunder (if any) accruing after the termination of Executive’s employment shall cease upon such termination. In the event of a termination of Executive’s employment with the Company, Executive’s sole remedy shall be to receive the payments and benefits described in this Section 5. In addition, Executive acknowledges and agrees that he is not entitled to any reimbursement by the Company for any taxes payable by Executive as a result of the payments and benefits received by Executive pursuant to this Section 5, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”).

7

(f) No Mitigation. Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any compensation earned by Executive as the result of employment by another employer or self-employment or by retirement benefits, by offset against any amounts (other than loans or advances to Executive by the Company) claimed to be owed by Executive to the Company, or otherwise.

(g) Return of the Company’s Property. If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his offices prior to or on the effective Date of Termination and to cease all activities on the Company’s behalf. Upon the termination of his employment in any manner, as a condition to the Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records containing Confidential Information (as defined below) and all other property belonging to the Company, it being distinctly understood that all such lists, books and records containing Confidential Information are the property of the Company. If Executive’s employment is terminated for any reason and the Company’s New York, New York office is still maintained at its initial location as of the Restatement Effective Date, the Company and Executive shall use commercially reasonable efforts to terminate any lease or office sharing arrangement with respect to such office and to return ownership and/or use of such location to Executive, as appropriate, upon his request.

6. Certain Covenants.

(a) Noncompetition. Except as may otherwise be approved by the Board, during the term of Executive’s employment, Executive shall not have any ownership interest (of record or beneficial) in, or have any interest as an employee, salesman, consultant, officer or director in, or otherwise aid or assist in any manner, any firm, corporation, partnership, proprietorship or other business that engages in any county, city or part thereof in the United States and/or any foreign country in a business which competes directly with the Company’s business in such county, city or part thereof, so long as the Company, or any successor in interest of the Company to the business and goodwill of the Company, remains engaged in such business in such county, city or part thereof or continues to solicit customers or potential customers therein; provided, however, that Executive may own, directly or indirectly, solely as an investment, securities of any entity which are traded on any national securities exchange if Executive (x) is not a controlling person of, or a member of a group which controls, such entity; or (y) does not, directly or indirectly, own five percent (5%) or more of any class of securities of any such entity.

(b) Confidentiality. Executive hereby agrees that, other than as Executive determines in good faith is necessary or appropriate in the discharge of his duties hereunder, during the term of this Agreement and thereafter, he shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, any Confidential Information (as defined below). Executive further agrees that, upon termination of his employment with the Company, all Confidential Information in his possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Company and shall not be retained by Executive or furnished to any third party, in any form except as provided herein; provided, however, that, this Section 6(b) shall not apply to Confidential Information that (i) was publicly known at the time of disclosure to Executive, (ii) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Company by Executive, (iii) is lawfully disclosed to Executive by a third party, (iv) is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order Executive to disclose or make accessible any information, or (v) is related to any litigation, arbitration or mediation between the parties, including, but not limited to, the enforcement of this Agreement. As used in this Agreement, the term “Confidential Information” means: confidential information disclosed to Executive or known by Executive as a consequence of or through Executive’s relationship with the Company about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, product lists, product road maps, technology specifications or other information related to the products and services of the Company and its affiliates. Nothing herein shall limit in any way any obligation Executive may have relating to Confidential Information under any other agreement with or promise to the Company.

8

(c) Non-Solicitation. Executive hereby agrees that, for the eighteen (18) month period immediately following the Date of Termination, Executive shall not, either on his own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Company; provided, however, that (i) a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Section 6(c), and (ii) it shall not be a violation of this Section 6(c) for Executive to directly or indirectly solicit the employment of, or to hire, his current executive assistant.

(d) Survival; Reformation. The provisions of this Section 6 shall survive the termination or expiration of this Agreement and Executive’s employment with the Company and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 6 is excessive in duration or scope or is unreasonable or unenforceable under the laws of any state or jurisdiction, it is the intention of the parties that such restriction may be modified or amended to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.

(e) Equitable Relief. In the event that Executive shall breach or threaten to breach any of the provisions of this Section 6, in addition to and without limiting or waiving any other remedies available to the Company in law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain such breach or threatened breach and to enforce the provisions of this Section 6. Executive acknowledges that it is impossible to measure in money the damages that the Company will sustain in the event that Executive breaches or threatens to breach the provisions of this Section 6 and, in the event that the Company shall institute any action or proceeding to enforce such provisions seeking injunctive relief, Executive hereby waives and agrees not to assert and shall not use as a defense thereto the claim or defense that the Company has an adequate remedy at law. The foregoing shall not prejudice the right of the Company to require Executive to account for and pay over to the Company the amount of any actual damages incurred by the Company as a result of such breach.

7. Insurance. The Company shall have the right to take out life, health, accident, “key-man” or other insurance covering Executive, in the name of the Company and at the Company’s expense in any amount deemed appropriate by the Company. Executive shall assist the Company in obtaining such insurance, including, without limitation, submitting to any required examinations and providing information and data required by insurance companies.

8. Arbitration; Dispute Resolution, Etc.

(a) Arbitration Procedures. Except as set forth in Section 6, any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration administered by JAMS/Endispute in San Jose, California in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, Executive and the Company shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event Executive and the Company cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither Executive nor the Company nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof.

9

(b) Expenses; Legal Fees. The Company shall pay, or reimburse Executive for, all administrative fees and costs, and all arbitrator’s fees and expenses incurred by Executive in connection with any Dispute arising out of or related to this Agreement. The Company shall pay, or reimburse Executive for, all expenses and reasonable attorney’s fees incurred by Executive in connection with any Dispute arising out of or relating to this Agreement or the interpretation thereof with respect to which Executive prevails. In addition, the Company shall pay Executive’s reasonable attorney’s fees incurred in connection with negotiating and documenting this Agreement and all other agreements related to Executive’s employment by the Company.

9. General Relationship. Executive shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations including, but not limited to, laws and regulations governing unemployment insurance, workers’ compensation, industrial accident, labor and taxes.

10. Miscellaneous.

(a) Entire Agreement. This Agreement, the Change of Control Agreement, the Plan and the Stock Award agreements referenced herein set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including without limitation, the Prior Agreement, any prior severance agreements, any contrary or limiting provisions in any Company equity compensation plan that certain Vice Chairman Employment Agreement dated as of October 6, 2004, between Executive and the Company and the Prior Agreement; provided, however, that the parties agree that all options to purchase Company common stock held by Executive immediately prior to the Original Effective Date shall remain outstanding (unless such options are exercised by Executive or expire by their own terms) during the period Executive is employed by the Company or serving as a member of the Board. Any of Executive’s rights hereunder shall be in addition to any rights Executive may otherwise have under benefit plans or agreements of the Company (other than severance plans or agreements) to which Executive is a party or in which Executive is a participant, including, but not limited to, any Company sponsored employee benefit plans and stock option plans. The provisions of this Agreement shall not in any way abrogate Executive’s rights under such other plans and agreements. In addition, this Agreement shall not limit in any way any obligation Executive may have under any other agreement with or promise to the Company relating to employee confidentiality, proprietary rights in technology or the assignment of interests in any intellectual property.

(b) Assignment; Assumption by Successor.

(i) The rights of the Company under this Agreement may, without the consent of Executive, be assigned by the Company, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly, acquires all or substantially all of the assets or business of the Company. The Company shall require any successor (whether direct or indirect, by purchase, merger or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and to agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place; provided, however, that no such assumption shall relieve the Company of its obligations hereunder. Unless expressly provided otherwise, “Company” as used herein shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid.

(ii) None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement shall be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution upon the death of Executive. Any attempted assignment, transfer, conveyance, or other disposition (other than as aforesaid) of any interest in the rights of Executive to receive any form of compensation to be made by the Company pursuant to this Agreement shall be void.

(iii) This Agreement shall inure to the benefit of and be enforceable by Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If Executive should die while any amount would still be payable to Executive hereunder had he continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there is no such designee, to his estate.

10

(c) Survival. The covenants, agreements, representations and warranties contained in or made in Sections 5, 6, 8, 10 and 12(o) of this Agreement shall survive any termination of Executive’s employment or any termination of this Agreement. In addition, Executive’s right to terminate his employment for Good Reason and the Company’s obligations under this Agreement in the event of Executive’s voluntary resignation for Good Reason shall survive any actual or purported termination of this Agreement by the Company for a reason other than Cause or Executive’s Disability.

(d) Third-Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.

(e) Waiver. The failure of either party hereto at any time to enforce performance by the other party of any provision of this Agreement shall in no way affect such party’s rights thereafter to enforce the same, nor shall the waiver by either party of any breach of any provision hereof be deemed to be a waiver by such party of any other breach of the same or any other provision hereof.

(f) Section Headings. The headings of the several sections in this Agreement are inserted solely for the convenience of the parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

(g) Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

If to the Company or the Board:

TiVo Inc.

2160 Gold Street

P.O. Box 2160

Alviso, California 95002-2160

Attention: Secretary

If to Executive:

Thomas S. Rogers

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

(h) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(i) Governing Law and Venue. This Agreement is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Except as provided in Sections 6 and 8, any suit brought hereon shall be brought in the state or federal courts sitting in San Jose, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

11

(j) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(k) Construction. The language in all parts of this Agreement shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Agreement or any part thereof.

(l) Withholding and other Deductions. All compensation payable to Executive hereunder shall be subject to such deductions as the Company is from time to time required to make pursuant to law, governmental regulation or order.

(m) Code Section 409A. This Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Section 409A of the Code and the Treasury Regulations thereunder, and any payment scheduled to be made hereunder that would otherwise violate Section 409A of the Code shall be delayed to the extent necessary for this Agreement and such payment to comply with Section 409A and the Treasury Regulations thereunder. Payments under this Agreement shall be deferred for six (6) months to the extent required in order for such payments to comply with Section 409A and the Treasury Regulations thereunder, and any such deferred payments shall be paid by the Company to Executive in a lump sum at the end of such deferral period.

(n) Indemnification. During the Employment Period, Executive shall be entitled to enter into an Indemnification Agreement in the form filed by the Company with the Securities and Exchange Commission as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-83515).

(o) Amendment. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board.

(Signature Page Follows)

12

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.

EXECUTIVE	TIVO INC.
	By:
Print Name:	Print Name:
	Title:

[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

EXHIBIT A

CHANGE OF CONTROL AGREEMENT

[Attached]

EXHIBIT B

GENERAL RELEASE OF CLAIMS

This General Release of Claims (“Release”) is entered into as of this          day of                 , 200  , between                      (“Executive”), and TiVo Inc., a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”), effective eight (8) days after Executive’s signature (the “Release Effective Date”), unless Executive revokes his or her acceptance as provided in Paragraph 3(c), below.

WHEREAS, Executive and the Company are parties to that certain Amended and Restated Employment Agreement dated as of March 21, 2007 (the “Employment Agreement”);

WHEREAS, Executive and the Company are parties to that certain Amended and Restated Change of Control Agreement dated as of March 21, 2007 (the “Change of Control Agreement”);

WHEREAS, Executive’s employment with the Company terminated effective             ,          (the “Termination Date”);

WHEREAS, the Parties agree that the termination of Executive’s employment has triggered severance payments and benefits to Executive under Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, subject to Executive’s execution and non-revocation of this Release; and

WHEREAS, the Company and Executive now wish to document the termination of Executive’s employment with the Company and to fully and finally to resolve all matters between them.

NOW, THEREFORE, in consideration of, and subject to, the severance payments and benefits to be made available to Executive pursuant to Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that he would not otherwise be entitled to receive, Executive and the Company hereby agree as follows:

1. Termination of Positions as Officer and Employment. Executive’s positions as an officer and employee of the Company are terminated effective as of the Termination Date.

2. Severance Payments and Benefits. Subject to Executive’s execution and non-revocation of this Release, Executive shall receive payments, severance benefits and benefits as described in Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable.

3. General Release of Claims by Executive.

(a) Executive, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort,

and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 USC Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 USC Section 621, et seq.; the Equal Pay Act, as amended, 29 USC Section 206(d); regulations of the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; The Executive Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq.

Notwithstanding the generality of the foregoing, Executive does not release the following claims:

(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;

(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(iii) Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRA;

(iv) Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee or officer of the Company of that certain Indemnification Agreement dated                  between Executive and the Company;

(v) Claims based on any right Executive may have to enforce the Company’s executory obligations under the Employment Agreement, the Change of Control Agreement or agreements related to stock awards granted to Executive by the Company; and

(vi) Claims Executive may have to vested or earned compensation and benefits.

(b) EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

(c) Older Worker’s Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release:

(i) This paragraph, and this Release are written in a manner calculated to be understood by him.

(ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release.

(iii) This Release provides for consideration in addition to anything of value to which he is already entitled.

(iv) Executive has been advised to consult an attorney before signing this Release.

(v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.

(vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement.

If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7^th) day after the date on which he signs this Release.

4. No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees, or any of them. Executive agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Executive; provided, however, that this sentence shall not apply with respect to a claim challenging the validity of this general release with respect to a claim under the Age Discrimination in Employment Act, as amended.

5. Confidential Information; Return of Company Property. Executive hereby certifies that he has complied with Section 5(g) of the Employment Agreement.

6. Paragraph Headings. The headings of the several paragraphs in this Release are inserted solely for the convenience of the Parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

7. Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

If to the Company or the Board:

TiVo Inc.

2160 Gold Street

P.O. Box 2160

Alviso, California 95002-2160

Attention: Secretary

If to Executive:

Thomas S. Rogers

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

8. Severability. The invalidity or unenforceability of any provision of this Release shall not affect the validity or enforceability of any other provision of this Release, which shall remain in full force and effect.

9. Governing Law and Venue. This Release is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in San Jose, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

10. Counterparts. This Release may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

11. Construction. The language in all parts of this Release shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Release or any part thereof.

12. Entire Agreement. This Release, the Employment Agreement and the Change of Control Agreement set forth the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the Parties in respect of the subject matter contained herein.

13. Amendment. No provision of this Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board of Directors of the Company.

14. Understanding and Authority. The Parties understand and agree that all terms of this Release are contractual and are not a mere recital, and represent and warrant that they are competent to covenant and agree as herein provided. The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties.

(Signature Page Follows)

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing Release as of the date first written above.

EXECUTIVE	TIVO INC.
	By:
Print Name:	Print Name:
	Title:

[SIGNATURE PAGE TO RELEASE]

EX-10.2

Exhibit 10.2

Amended and Restated

Change of Control

Terms and Conditions

TiVo Inc. (the “Corporation”) considers it essential to the best interests of its shareholders to foster the continuous employment of the Corporation’s key management personnel. In this regard, the Corporation’s Board of Directors (the “Board”) recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Corporation may exist and the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Corporation and its shareholders.

The Board has decided to reinforce and encourage the continued attention and dedication of members of the Corporation’s management, including yourself, to their assigned duties without the distraction arising from the possibility of a change in control of the Corporation.

In order to induce you to remain in its employ, the Corporation hereby agrees that after this letter agreement (this “Agreement”) has been fully executed, you shall receive the severance benefits set forth in this Agreement in the event that your employment with the Corporation is terminated under the circumstances described below in anticipation of or subsequent to a Change in Control (as defined below).

Upon the Effective Date (as defined below), this Agreement shall supersede in its entirety that certain Change of Control Terms and Conditions agreement entered into between you and the Corporation effective July 1, 2005 (the “Prior Agreement”) which shall terminate and be of no further effect as of the Effective Date. You understand and agree that upon the Effective Date, the Corporation shall have no liability, and you shall have no rights to any payments whatsoever, under the Prior Agreement.

1. Term of Agreement. This Agreement shall commence on March 21, 2007 (the “Effective Date”) and shall continue in effect until the earlier of its termination by mutual written consent of you and Corporation or the date all payments or benefits required to be made or provided hereunder have been made or provided in their entirety.

2. Change in Control. No benefits shall be payable hereunder unless there has been a Change in Control. For purposes of this Agreement, a “Change in Control” shall mean:

(i) a dissolution or liquidation of the Corporation;

(ii) a sale of all or substantially all of the assets of the Corporation;

(iii) a sale by the stockholders of the Corporation of the voting stock of the Corporation to another corporation or its subsidiaries that results in the ownership by such corporation and/or its subsidiaries of eighty percent (80%) or more of the combined voting power of all classes of the voting stock of the Corporation entitled to vote;

(iv) a merger or consolidation involving the Corporation in which the Corporation is not the surviving corporation or a merger or consolidation of a subsidiary of the Corporation and in which, in either case, beneficial ownership of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of members of the Board of Directors (“Directors”) has changed;

(v) a reverse merger in which the Corporation is the surviving corporation but the shares of the Corporation’s Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which beneficial ownership of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors has changed;

(vi) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Corporation or subsidiary of the Corporation or other entity controlled by the Corporation) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Corporation representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors; or

(vii) for any reason during any period of two (2) consecutive years (not including any period prior to the Effective Date) a majority of the Board is constituted by individuals other than (1) individuals who were directors immediately prior to the beginning of such period, and (2) new directors whose election or appointment by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors immediately prior to the beginning of the period or whose election or nomination for election was previously so approved.

3. Termination in Anticipation of or Following Change in Control.

(i) General. If a Change in Control shall have occurred during the term of this Agreement, you shall be entitled to the benefits provided in Section 4(ii) if your employment is terminated within the thirteen (13) month period immediately following the date of such Change in Control (a) by the Corporation other than for Cause or Disability (each as defined below), or (b) by you for Good Reason (as defined below) (a termination of your employment under the circumstances described in this sentence is sometimes hereinafter referred to as a “Payment Termination”). Notwithstanding anything contained herein, if your employment is terminated during the period commencing on the public announcement of a transaction which if consummated will constitute a Change in Control and ending on the date of consummation of such Change in Control either by the Corporation other than for Cause or Disability or by you for Good Reason, and if such termination (1) was at the request of a third party effecting the Change in Control or (2) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement your employment shall be deemed to have been terminated immediately after the actual occurrence of the Change in Control; provided, however that nothing herein shall extend the period within which any option to purchase the Corporation’s capital stock that you hold may be exercised following your termination of employment in such a

2

manner as to result in adverse tax consequences to you under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Except as described in the preceding sentence, in the event that your employment with the Corporation is terminated for any reason and subsequently a Change in Control occurs, you shall not be entitled to any benefits hereunder. In the event that you are entitled to the benefits provided in Section 4(ii), such benefits shall be paid notwithstanding the subsequent expiration of the term of this Agreement. Notwithstanding the foregoing, if your employment is terminated in a Payment Termination, if any benefit or payment that would otherwise be provided to you pursuant to Section 5 of the Employment Agreement but for your termination being a Payment Termination is more favorable to you than that to which you would be entitled under this Agreement, you shall be entitled to receive the more favorable benefit or payment.

(ii) Death or Disability. Your employment with the Corporation shall terminate automatically upon your death. The Corporation may terminate your employment for Disability, but only if that Disability continues through the Date of Termination (as hereinafter defined). For purposes of this Agreement, “Disability” shall mean your absence from the full-time performance of your duties with the Corporation for one hundred eighty (180) consecutive days by reason of your physical or mental illness.

(iii) Cause. The Corporation may terminate your employment for Cause. For purposes of this Agreement, “Cause” shall mean (a) your willful and continued failure to substantially perform your duties with the Corporation (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (b) your willful and continued failure to substantially follow and comply with such specific and lawful directives of the Board that are not inconsistent with your position as President and Chief Executive Officer of the Corporation (other than any such failure resulting from your incapacity due to physical or mental illness or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (c) your willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Corporation, or (d) your conviction of, or entry by you of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes of this Section 3(iii), no act, or failure to act, on your part shall be deemed “willful” unless done, or omitted to be done, by you not in good faith.

(iv) Good Reason. You may terminate your employment with the Corporation for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence, after a Change in Control, of any one or more of the following events without your prior written consent, unless the Corporation fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination:

(a) Your removal from your position as Chief Executive Officer or President of the Corporation for any reason other than for Cause or your Disability;

3

(b) (i) any change in reporting relationship such that you no longer report to the Board of Directors of the Corporation (or, if the Corporation has a parent company, to the Board of Directors of the ultimate parent of the Corporation) or (ii) any reduction in the nature and scope of your authorities, duties, and responsibilities from their level in effect immediately prior to such Change in Control (for this purpose, if the Corporation ceases to be a publicly-traded corporation, you will be deemed to have suffered such a reduction in the nature and scope of your authorities, duties, and responsibilities unless you are offered a position as Chief Executive Officer of a publicly-traded parent of the Corporation).

(c) the Corporation’s reduction of your annual base salary or bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time;

(d) the Corporation’s failure to maintain a suitable and appropriate office in New York, New York or the Corporation’s discontinuance of its agreement to reimburse you for first class air travel for travel between New York, New York and the Corporation’s offices in Alviso, California;

(e) the Corporation’s failure to pay to you any portion of your then current compensation or any portion of an installment of deferred compensation under any deferred compensation program of the Corporation, in each case within seven (7) days of the date such compensation is due;

(f) the Corporation’s failure to continue in effect compensation and benefit plans which provide you with benefits which are no less favorable on an aggregate basis, both in terms of the amount of benefits provided and the level of your participation relative to other participants, to the benefits provided to you under the Corporation’s compensation and benefit plans and practices immediately prior to the Change in Control;

(g) the Corporation’s failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5 hereof;

(h) the Corporation requiring you to relocate your primary residence from New York;

(i) any purported modification of this Agreement by the Corporation or any termination of your employment by the Corporation for any reason other than for Cause or your Disability;

(j) the Corporation’s providing notice to you pursuant to Section 1 above that it does not wish to extend the term of this Agreement; or

(k) the Corporation’s material breach of any provision of your employment agreement with the Corporation.

Your right to terminate your employment pursuant to this Section 3(iv) shall not be affected by your incapacity due to physical or mental illness. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.

4

(v) Notice of Termination. Any purported termination of your employment by the Corporation or by you (other than termination due to your death, which shall terminate your employment automatically) shall be communicated by a written Notice of Termination to the other party hereto in accordance with Section 6. For purposes of this Agreement, “Notice of Termination” shall mean a notice that shall indicate the specific termination provision in this Agreement (if any) relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated.

(vi) Date of Termination. For purposes of this Agreement, “Date of Termination” shall mean (a) if your employment is terminated due to your death, the date of your death; (b) if your employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that you shall not have returned to the full time performance of your duties during such thirty (30) day period), and (c) if your employment is terminated for any reason other than death or Disability, the date specified in the Notice of Termination (which, in the case of a termination by the Corporation without Cause shall not be less than thirty (30) days from the date such Notice of Termination is given, and in the case of a termination by you for Good Reason shall not be less than fifteen (15) nor more than thirty (30) days from the date such Notice of Termination is given).

4. Compensation Upon Termination.

(i) If your employment with the Corporation is terminated by reason of your death, by the Corporation for Cause or Disability, or by you other than for Good Reason, the Corporation shall pay you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due (including, without limitation, all accrued and unused vacation), and the Corporation shall have no further obligations to you under this Agreement.

(ii) If you incur a Payment Termination, then, subject to Section 4(v), in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Corporation or by law, you shall be entitled to the benefits provided below:

(a) the Corporation shall, at the time specified in Section 4(iii), pay to you your full base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Corporation at the time such payments are due (including, without limitation, all accrued and unused vacation);

(b) the Corporation shall, at the time specified in Section 4(iii), pay as severance pay to you a lump-sum severance payment equal to the sum of the following:

(A) one hundred percent (100%) of the greater of (x) your monthly base salary as in effect immediately prior to delivery of the Notice of Termination multiplied by eighteen (18) or (y) your monthly base salary as in effect immediately prior to the Change in Control multiplied by eighteen (18); and

5

(B) one hundred percent (100%) of the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, as if the bonus goals are satisfied;

(c) you shall immediately become vested with respect to one hundred percent (100%) of the unvested portion of any stock options, stock appreciation rights, restricted stock and such other awards granted pursuant to the Corporation’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof that you then hold; provided, however that with regard to stock options or restricted shares of the Corporation’s capital stock held by you that contain provisions making the vesting of, or lapse of restrictions with respect to, such awards contingent upon the attainment of one or more performance goals (“Performance Awards”), such Performance Awards shall become vested and/or restrictions shall lapse with respect to one hundred percent (100%) of the shares of the Corporation’s capital stock that otherwise would have become vested during the year of your termination of employment as if the performance goals with respect to such year (or prior periods) had been attained;

(d) for the period beginning on the Date of Termination and ending on the earlier of (i) the date which is eighteen (18) full months following the Date of Termination or (ii) the first day of your eligibility to participate in a comparable group health plan maintained by a subsequent employer, the Corporation shall pay for and provide you and your dependents with the same medical benefits coverage to which you would have been entitled had you remained continuously employed by the Corporation during such period. In the event that you are ineligible under the terms of the Corporation’s benefit plans to continue to be so covered, the Corporation shall provide you with substantially equivalent coverage through other sources or will provide you with a lump sum payment (determined on a present value basis using the interest rate provided in Section 1274(b)(2)(B) of the Code, on the Date of Termination) in such amount that, after all income and employment taxes on that amount, shall be equal to the cost to you of providing yourself such benefit coverage. At the termination of the benefits coverage under the first sentence of this Section 4(ii)(e), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Code, Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Corporation on the date such benefits coverage terminates; and

(e) the Corporation shall furnish you for six (6) years following the Date of Termination (without reference to whether the term of this Agreement continues in effect) with directors’ and officers’ liability insurance insuring you against insurable events which occur or have occurred while you were a director or officer of the Corporation, such insurance to have policy limits aggregating not less than the amount in effect immediately prior to the Change in Control, and otherwise to be in substantially the same form and to contain substantially the same terms, conditions and exceptions as the liability issuance policies provided for officers and directors of the Corporation in force from time to time, provided, however, that

6

such terms, conditions and exceptions shall not be, in the aggregate, materially less favorable to you than those in effect on the date hereof; provided, further, that if the aggregate annual premiums for such insurance at any time during such period exceed one hundred and fifty percent (150%) of the per annum rate of premium currently paid by the Corporation for such insurance, then the Corporation shall provide the maximum coverage that will then be available at an annual premium equal to one hundred and fifty percent (150%) of such rate.

(iii) The payments provided for in Sections 4(ii)(a) and (b) as applicable, shall be made not later than the fifth business day following the Date of Termination; provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Corporation shall pay to you on such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to you, payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(iv) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 be reduced by any compensation earned by you as the result of employment by another employer or self-employment, by retirement benefits, by offset against any amounts (other than loans or advances to you by the Corporation) claimed to be owed by you to the Corporation, or otherwise.

(v) As a condition to your receipt of any benefits described in Section 4(ii) hereof, you shall be required to execute a Release in the form attached hereto as Exhibit A (the “Release”).

5. Successors; Binding Agreement.

(i) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. Unless expressly provided otherwise, “Corporation” as used herein shall mean the Corporation as defined in this Agreement and any successor to its business and/or assets as aforesaid.

(ii) This Agreement shall inure to the benefit of and be enforceable by you and your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you hereunder had you continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other designee or, if there is no such designee, to your estate.

7

6. Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, provided that all notices to the Corporation shall be directed to the attention of its Secretary, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

7. Parachute Payments.

(a) If it is determined that you would be subject to the excise tax imposed by Section 4999 of the Code (a “Parachute Tax”), as a result of the receipt of any payment or other event (collectively, a “Payment”), then the Corporation will pay to you an additional payment or payments (a “Gross-Up Payment”) in an amount such that after payment of all federal, state and local income, employment, excise and penalty taxes, you are left with an amount equal to all taxes payable by you under Section 4999 of the Code applicable to the Payment and the Gross-Up Payment and all penalties and interest imposed with respect to such taxes.

(b) All determinations required to be made under this Section 7, including whether a Parachute Tax is payable by you and the amount of such Parachute Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the nationally recognized firm of certified public accountants (the “Accounting Firm”) used by the Corporation as its auditors prior to the Change in Control (or, if such Accounting Firm declines to serve, the Accounting Firm shall be a nationally recognized firm of certified public accountants selected by the Corporation that is independent of the other person or entity involved in the Change in Control). For purposes of making the calculations required by this Section, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Accounting Firm shall be directed by the Corporation or you to submit its preliminary determination and detailed supporting calculations to both the Corporation and you within fifteen (15) calendar days after the date of the Change in Control or any other such time or times as may be requested by you or the Corporation. If the Accounting Firm determines that any Parachute Tax is payable by you, the Corporation shall pay the required Gross-Up Payment to you, or for your benefit, within five (5) business days after receipt of such determination and calculations. If the Accounting Firm determines that no Parachute Tax is payable by you, it shall, at the same time as it makes such determination, furnish you with an opinion and supporting calculations that you have substantial authority not to report any Parachute Tax on your federal tax return. Any good faith determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon you and the Corporation absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Corporation’s obligation to provide any Gross-Up Payments that shall be due as a result of such contrary determination. As a result of the uncertainty in the application of Code Section 4999 at the time of any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will

8

not have been made by the Corporation should have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Corporation exhausts or fails to pursue its remedies pursuant to Section 7(f) hereof and you thereafter are required to make a payment of any Parachute Tax, you shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both you and the Corporation as promptly as possible. Any such Underpayment plus applicable interest and penalty taxes shall be promptly paid by the Corporation to you, or for your benefit, within five (5) business days after receipt of such determination and calculations.

(c) You and the Corporation shall each provide the Accounting Firm access to and copies of any books, records and documents in your possession reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination contemplated by Section 7(b) hereof.

(d) The federal tax returns filed by you (or any filing made by a consolidated tax group which includes the Corporation) shall be prepared and filed on a basis consistent with the determination of the Accounting Firm with respect to the Parachute Tax payable by you. You shall make proper payment of the amount of any Parachute Tax, and at the request of the Corporation, provide to the Corporation true and correct copies (with any amendments) of the applicable sections of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Corporation, evidencing such payment. If prior to the filing of your federal income tax return, the Accounting Firm determines in good faith that the amount of the Gross-Up Payment should be reduced, you shall within five (5) business days pay to the Corporation the amount of such reduction.

(e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section shall be borne by the Corporation.

(f) In the event that the Internal Revenue Service claims that any payment or benefit received by you from the Corporation constitutes an “excess parachute payment” within the meaning of Code Section 280G(b)(1), you shall notify the Corporation in writing of such claim. Such notification shall be given as soon as practicable but not later than twenty (20) business days after you are informed in writing of such claim and shall apprise the Corporation of the nature of such claim and the date on which such claim is requested to be paid. You shall not pay such claim prior to the expiration of the 30-day period following the date on which you give such notice to the Corporation (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Corporation notifies you in writing prior to the expiration of such period that it desires to contest such claim, you shall (i) give the Corporation any information reasonably requested by the Corporation relating to such claim; (ii) take such action in connection with contesting such claim as the Corporation shall reasonably request in writing from time to time, including without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation and reasonably satisfactory to you; (iii) cooperate with the Corporation in good faith in order to effectively contest such claim; and (iv) permit the Corporation to participate in any proceedings relating to

9

such claim; provided, however, that the Corporation shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold you harmless, on an after-tax basis, for and against for any Parachute Tax or income tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

(g) The Corporation shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct you to pay the tax claimed and sue for a refund or contest the claim in any permissible manner and you agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Corporation shall determine; provided, however, that if the Corporation directs you to pay such claim and sue for a refund or otherwise contest such claim, the Corporation shall advance the amount of such payment together with any reasonable legal fees or other expenses incurred by you in connection with such request to you on an interest-free basis, and shall indemnify and hold you harmless, on an after tax basis, from any Parachute Tax (or other tax including interest and penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if you are required to extend the statue of limitations to enable the Corporation to contest such claim, you may limit this extension solely to such contested amount. The Corporation’s control of the contest shall be limited to issues with respect to which a corporate deduction would be disallowed pursuant to Code Section 280G and you shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the Corporation without your consent if such position or resolution could reasonably be expected to adversely affect you unrelated to matters covered hereto.

(h) If, after the receipt by you of an amount advanced by the Corporation in connection with the contest of the Parachute Tax claim, you receive any refund with respect to such claim, you shall promptly pay to the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto); provided, however, if the amount of that refund exceeds the amount advanced by the Corporation, you may retain such excess. If, after the receipt by you of an amount advanced by the Corporation in connection with a Parachute Tax claim, a determination is made that you shall not be entitled to any refund with respect to such claim and the Corporation does not notify you in writing of its intent to contest the denial of such refund prior to the expiration of thirty (30) days after such determination such advance shall be deemed to be in consideration for services rendered after the date of your termination.

8. Confidentiality and Non-Solicitation Covenants.

(i) Confidentiality. You hereby agree that, other than as you determine in good faith is necessary or appropriate in the discharge of your duties to the Corporation, during the term of this Agreement and thereafter, you shall not, directly or indirectly, disclose or make available to any person, firm, corporation, association or other entity for any reason or purpose

10

whatsoever, any Confidential Information (as defined below). You further agree that, upon termination of your employment with the Corporation, all Confidential Information in your possession that is in written or other tangible form (together with all copies or duplicates thereof, including computer files) shall be returned to the Corporation and shall not be retained by you or furnished to any third party, in any form except as provided herein; provided, however, that this Section 8(i) shall not apply to Confidential Information that (a) was publicly known at the time of disclosure to you, (b) becomes publicly known or available thereafter other than by any means in violation of this Agreement or any other duty owed to the Corporation by you, (c) is lawfully disclosed to you by a third party, (d) is required to be disclosed by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order you to disclose or make accessible any information, or (e) is related to any litigation, arbitration or mediation between the parties, including, but not limited to, the enforcement of this Agreement. As used in this Agreement, the term “Confidential Information” means: information disclosed to you or known by you as a consequence of or through your relationship with the Corporation about the customers, employees, business methods, public relations methods, organization, procedures or finances, including, without limitation, information of or relating to customer lists, product lists, product road maps, technology specifications or other information related to the products and services of the Corporation and its affiliates. Nothing herein shall limit in any way any obligation you may have relating to Confidential Information under any other agreement with or promise to the Corporation.

(ii) Non-Solicitation. You hereby agree that, for the eighteen (18) month period immediately following the Date of Termination, you shall not, either on your own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Corporation any of its officers or employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Corporation; provided, however, that (i) a general advertisement to which an employee of the Corporation responds shall in no event be deemed to result in a breach of this Section 7(ii), and (ii) it shall not be a violation of this Section 8(ii) for Executive to directly or indirectly solicit the employment of, or to hire, his current executive assistant.

(iii) Survival; Reformation. The provisions of this Section 7 shall survive the termination or expiration of this Agreement and your employment with the Corporation and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 7 is excessive in duration or scope or is unreasonable or unenforceable under the laws of any state or jurisdiction, it is the intention of the parties that such restriction may be modified or amended to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.

(iv) Equitable Relief. In the event that you shall breach or threaten to breach any of the provisions of this Section 8, in addition to and without limiting or waiving any other remedies available to the Corporation in law or in equity, the Corporation shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain such breach or threatened breach and to enforce the provisions of this Section 8. You acknowledge that it is impossible to measure in money the damages that the Corporation

11

will sustain in the event that you breach or threaten to breach the provisions of this Section 8 and, in the event that the Corporation shall institute any action or proceeding to enforce such provisions seeking injunctive relief, you hereby waive and agree not to assert and shall not use as a defense thereto the claim or defense that the Corporation has an adequate remedy at law. The foregoing shall not prejudice the right of the Corporation to require you to account for and pay over to the Corporation the amount of any actual damages incurred by the Corporation as a result of such breach.

9. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any successor provisions to such sections. Except as provided in Section 4(ii)(f) hereunder, any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law. The obligations of the Corporation under Section 4 shall survive the expiration of the term of this Agreement. The section headings contained in this Agreement are for convenience only, and shall not affect the interpretation of this Agreement.

10. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

11. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

12. Arbitration; Dispute Resolution, Etc.

(i) Arbitration Procedures. Except as set forth in Section 8(iv), any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration administered by JAMS/Endispute in San Jose, California in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, you and the Corporation shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event you and the Corporation cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither you nor the Corporation nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all

12

parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof.

(ii) Compensation During Dispute, Etc. Your compensation during any disagreement, dispute, controversy, claim, suit, action or proceeding (collectively, a “Dispute”) arising out of or relating to this Agreement or the interpretation of this Agreement shall be as follows:

If there is a termination of your employment with the Corporation followed by a Dispute as to whether you are entitled to the payments and other benefits provided under this Agreement, then, during the period of that Dispute the Corporation shall pay you fifty percent (50%) of the amounts specified in Section 4(ii)(b) hereof, and the Corporation shall provide you with the other benefits provided in Section 4(ii) of this Agreement, if, but only if, you agree in writing that if the Dispute is resolved against you, you shall promptly refund to the Corporation all payments you receive under Section 4(ii)(b) of this Agreement plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly. If the Dispute is resolved in your favor, promptly after resolution of the Dispute the Corporation shall pay you all amounts which were withheld during the period of the Dispute plus interest at the rate provided in Section 1274(d) of the Code, compounded quarterly.

(iii) Expenses; Legal Fees. The Corporation shall pay, or reimburse you for, all administrative fees and costs, and all arbitrator’s fees and expenses incurred by you in connection with any Dispute arising out of or related to this Agreement. The Corporation shall pay, or reimburse you for, all expenses and reasonable attorney’s fees incurred by you in connection with any Dispute arising out of or relating to this Agreement or the interpretation thereof with respect to which you prevail. In addition, the Corporation shall pay your reasonable attorney’s fees incurred in connection with negotiating and documenting this Agreement.

13. Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the parties hereto in respect of the subject matter contained herein, including, without limitation, any prior severance agreements, is hereby terminated and cancelled. Any of your rights hereunder shall be in addition to any rights you may otherwise have under benefit plans or agreements of the Corporation (other than severance plans or agreements) to which you are a party or in which you are a participant, including, but not limited to, any Corporation sponsored employee benefit plans and stock options plans. For the avoidance of doubt, this Agreement will supersede any provisions contained in the Corporation’s stock option plan or otherwise that would impose a “cut-back” under Section 280G of the Code (but in no event shall this Agreement be construed or interpreted as providing any right to “gross-up” or similar tax

13

reimbursement pay in respect of excise taxes payable as a result of Sections 280G or 4999 of the Code), it being understood and agreed that you may elect to reduce or eliminate any payment or benefit to which you are otherwise entitled in order to avoid imposition of any tax under Section 409A of the Code. The provisions of this Agreement shall not in any way abrogate your rights under such other plans and agreements. In addition this Agreement shall not limit in any way any obligation you may have under any other agreement with or promise to the Corporation relating to employee confidentiality, proprietary rights in technology or the assignment of interests in any intellectual property.

14. At-Will Employment. Nothing contained in this Agreement shall (i) confer upon you any right to continue in the employ of the Corporation, (ii) constitute any contract or agreement of employment, or (iii) interfere in any way with the at-will nature of your employment with the Corporation.

15. Code Section 409A.

(i) This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code and, accordingly, the benefits provided pursuant to this Agreement are intended to be paid not later than the later of: (i) the fifteenth day of the third month following your first taxable year in which such benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day of the third month following the first taxable year of the Corporation in which such benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. The date determined under this subsection is referred to as the “Short-Term Deferral Date.”

(ii) Notwithstanding anything to the contrary herein, in the event that any benefits provided pursuant to this Agreement are not actually or constructively received by you on or before the Short-Term Deferral Date, to the extent such benefit constitutes a deferral of compensation subject to Code Section 409A, then: (i) subject to clause (ii), such benefit shall be paid upon your “separation from service” or a Change in Control (in the event of a Payment Termination that is deemed to occur as of the date of a Change in Control under Section 3(i), above), as applicable, with respect to the Corporation and its affiliates within the meaning of Section 409A of the Code, and (ii) if you are a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, with respect to the Corporation and its affiliates, and as necessary to avoid the imposition of adverse tax consequences to you under Section 409A of the Code, such benefit shall be paid upon the date which is six months after the date of your “separation from service” (or, if earlier, the date of your death).

14

If this Agreement sets forth our agreement on the subject matter hereof, kindly sign and return to the Corporation a copy of this Agreement, which shall then constitute our agreement on this subject.

Sincerely,

TIVO INC.

By:

Print Name:

Title:

Agreed and Accepted,

this 21st day of March, 2007.

Thomas S. Rogers

SIGNATURE PAGE TO CHANGE OF CONTROL TERMS AND CONDITION

EXHIBIT A

GENERAL RELEASE OF CLAIMS

This General Release of Claims (“Release”) is entered into as of this          day of                 , 200  , between                      (“Executive”), and TiVo Inc., a Delaware corporation (the “Company”) (collectively referred to herein as the “Parties”), effective eight (8) days after Executive’s signature (the “Effective Date”), unless Executive revokes his or her acceptance as provided in Paragraph 3(c), below.

WHEREAS, Executive and the Company are parties to that certain Employment Agreement dated as of July 1, 2005 (the “Employment Agreement”);

WHEREAS, Executive and the Company are parties to that certain Change of Control Agreement dated as of July 1, 2005 (the “Change of Control Agreement”);

WHEREAS, Executive’s employment with the Company terminated effective             ,          (the “Termination Date”);

WHEREAS, the Parties agree that the termination of Executive’s employment has triggered severance payments and benefits to Executive under Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, subject to Executive’s execution and non-revocation of this Release; and

WHEREAS, the Company and Executive now wish to document the termination of Executive’s employment with the Company and to fully and finally to resolve all matters between them.

NOW, THEREFORE, in consideration of, and subject to, the severance payments and benefits to be made available to Executive pursuant to Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable, the adequacy of which is hereby acknowledged by Executive, and which Executive acknowledges that he would not otherwise be entitled to receive, Executive and the Company hereby agree as follows:

1. Termination of Positions as Officer and Employment. Executive’s positions as an officer and employee of the Company are terminated effective as of the Termination Date.

2. Severance Payments and Benefits. Subject to Executive’s execution and non-revocation of this Release, Executive shall receive payments, severance benefits and benefits as described in Section 5(c) of the Employment Agreement or Section 4 of the Change of Control Agreement, as applicable.

3. General Release of Claims by Executive.

(a) Executive, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates,

related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and the employee benefit plans in which Executive is or has been a participant by virtue of his employment with the Company (collectively, the “Company Releasees”), from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever Executive’s employment by or service to the Company or the termination thereof, including any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, and claims of any kind that may be brought in any court or administrative agency including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et seq.; the Americans with Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 701 et seq.; the Civil Rights Act of 1866, and the Civil Rights Act of 1991; 42 USC Section 1981, et seq.; the Age Discrimination in Employment Act, as amended, 29 USC Section 621, et seq.; the Equal Pay Act, as amended, 29 USC Section 206(d); regulations of the Office of Federal Contract Compliance, 41 CFR Section 60, et seq.; the Family and Medical Leave Act, as amended, 29 U.S.C. § 2601 et seq.; the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. § 201 et seq.; The Executive Retirement Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; and the California Fair Employment and Housing Act, California Government Code Section 12940, et seq.

Notwithstanding the generality of the foregoing, Executive does not release the following claims:

(i) Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;

(ii) Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;

(iii) Claims to continued participation in the Company’s group medical, dental, vision, and life insurance benefit plans pursuant to the terms and conditions of the federal law known as COBRA;

(iv) Claims for indemnity under the bylaws of the Company, as provided for by Delaware law or under any applicable insurance policy with respect to Executive’s liability as an employee or officer of the Company of that certain Indemnification Agreement dated                      between Executive and the Company;

2

(v) Claims based on any right Executive may have to enforce the Company’s executory obligations under the Employment Agreement, the Change of Control Agreement or agreements related to stock awards granted to Executive by the Company; and

(vi) Claims Executive may have to vested or earned compensation and benefits.

(b) EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

BEING AWARE OF SAID CODE SECTION, EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

(c) Older Worker’s Benefit Protection Act. Executive agrees and expressly acknowledges that this Release includes a waiver and release of all claims which he has or may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621, et seq. (“ADEA”). The following terms and conditions apply to and are part of the waiver and release of the ADEA claims under this Release:

(i) This paragraph, and this Release are written in a manner calculated to be understood by him.

(ii) The waiver and release of claims under the ADEA contained in this Release does not cover rights or claims that may arise after the date on which he signs this Release.

(iii) This Release provides for consideration in addition to anything of value to which he is already entitled.

(iv) Executive has been advised to consult an attorney before signing this Release.

(v) Executive has been granted twenty-one (21) days after he is presented with this Release to decide whether or not to sign this Release. If he executes this Release prior to the expiration of such period, he does so voluntarily and after having had the opportunity to consult with an attorney, and hereby waives the remainder of the twenty-one (21) day period.

(vi) Executive has the right to revoke this general release within seven (7) days of signing this Release. In the event he does so, both this Release and the offer of benefits to him pursuant to the Employment Agreement or the Change of Control Agreement, as applicable, will be null and void in their entirety, and he will not receive any severance payments or benefits under the Employment Agreement or the Change of Control Agreement.

3

If he wishes to revoke this Release, Executive shall deliver written notice stating his or her intent to revoke this Release to the Chairman of the Board of Directors of the Company and the Company’s Chief Executive Officer, or, if Executive is serving in such capacities as of the Termination Date, to the Chairman of the Compensation Committee of the Board of Directors of the Company, at the offices of the Company on or before 5:00 p.m. on the seventh (7^th) day after the date on which he signs this Release.

4. No Assignment. Executive represents and warrants to the Company Releasees that there has been no assignment or other transfer of any interest in any Claim that Executive may have against the Company Releasees, or any of them. Executive agrees to indemnify and hold harmless the Company Releasees from any liability, claims, demands, damages, costs, expenses and attorneys’ fees incurred as a result of any such assignment or transfer from Executive; provided, however, that this sentence shall not apply with respect to a claim challenging the validity of this general release with respect to a claim under the Age Discrimination in Employment Act, as amended.

5. Confidential Information; Return of Company Property. Executive hereby certifies that he has complied with Section 5(g) of the Employment Agreement.

6. Paragraph Headings. The headings of the several paragraphs in this Release are inserted solely for the convenience of the Parties and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof.

7. Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed to:

If to the Company or the Board:

TiVo Inc.

2160 Gold Street

P.O. Box 2160

Alviso, California 95002-2160

Attention: Secretary

4

If to Executive:

Thomas S. Rogers

All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt or delivery to the address. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional person to which all such notices or communications thereafter are to be given.

8. Severability. The invalidity or unenforceability of any provision of this Release shall not affect the validity or enforceability of any other provision of this Release, which shall remain in full force and effect.

9. Governing Law and Venue. This Release is to be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in San Jose, California, the Parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by California law.

10. Counterparts. This Release may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

11. Construction. The language in all parts of this Release shall in all cases be construed simply, according to its fair meaning, and not strictly for or against any of the parties hereto. Without limitation, there shall be no presumption against any party on the ground that such party was responsible for drafting this Release or any part thereof.

12. Entire Agreement. This Release, the Employment Agreement and the Change of Control Agreement set forth the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto, and any prior agreement of the Parties in respect of the subject matter contained herein.

13. Amendment. No provision of this Release may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer of the Company as may be specifically designated by the Board of Directors of the Company.

5

14. Understanding and Authority. The Parties understand and agree that all terms of this Release are contractual and are not a mere recital, and represent and warrant that they are competent to covenant and agree as herein provided. The Parties have carefully read this Release in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it is final and binding on all Parties.

(Signature Page Follows)

6

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the foregoing Release as of the date first written above.

EXECUTIVE	TIVO INC.
	By:
Print Name:	Print Name:
	Title:

SIGNATURE PAGE TO RELEASE

EX-10.3

Exhibit 10.3 as filed with 10-Q Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

SEVENTH AMENDMENT TO VENDOR AGREEMENT

This SEVENTH AMENDMENT TO THE VENDOR AGREEMENT (this “Seventh Amendment”) is effective as of May 1, 2007 (the “Seventh Amendment Effective Date”) by and between BEST BUY PURCHASING LLC (“Best Buy”) and TIVO INC (“TiVo”).

RECITALS

WHEREAS, Best Buy Co., Inc. and TiVo Inc. entered into that certain Vendor Agreement having an effective date of March 3, 2002, as amended (the “Vendor Agreement”); and

WHEREAS, Best Buy Purchasing LLC and TiVo Inc. wish to modify certain provisions in the Vendor Agreement as explicitly set forth in this Seventh Amendment.

NOW, THEREFORE, Best Buy Purchasing LLC and TiVo Inc. agree as follows:

AGREEMENT

Unless stated otherwise, capitalized terms used herein have the meanings set forth in the Vendor Agreement.

1. TERM. Section 16.1 of the Vendor Agreement is hereby amended by replacing “February 28, 2007” with “February 28, 2008” and by adding the following sentence:

“After which, this Agreement shall automatically renew for five (5) consecutive one year terms through February 28, 2013 unless sooner terminated as provided herein.”

2. Section 1 of the Vendor Program Agreement attached to the Vendor Agreement is amended by adding a new Section 1.5, reading as follows:

1.1 Reserved

1.2 Reserved

1.3 Third Amendment Residuals. Dealer shall be entitled to a residual for each DVR purchased from Vendor pursuant to the Vendor Agreement and sold by Dealer on or after April 1, 2004 to a customer who subsequently subscribes to the TiVo Service and does not cancel [*] (“Subscriber”). The amount of such residual shall be [*] (the “[*] Per Box Residual”). Vendor’s entitlement to [*] Per Box Residuals (a) begins upon activation of the TiVo Service by a Subscriber so long

[*] 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.

as such Subscriber does not cancel within [*] of initial activation of the TiVo Service, (b) continues after expiration of this Vendor Agreement (if applicable), and (c) terminates as provided in this Section 1.5. Vendor shall make payment of [*] Per Box Residuals on a [*] basis, and such payment will be delivered to Vendor within thirty (30) days after the end of the applicable [*]. Accompanying such payment will be an electronic file in a format agreed upon by the parties containing information sufficient to substantiate the Residual amounts. The [*] Per Box Residuals for a Subscriber shall continue for: (a) with respect to monthly subscribers to the TiVo Service, for each [*] such Subscriber remains subscribed to the TiVo Service and has not canceled Subscriber’s subscription to the TiVo Service but in any event for no longer than [*]; and (b) with respect to Product Lifetime subscribers to the TiVo Service, for [*]. In no event shall Vendor be obligated to pay more than [*] of [*] Per Box Residuals per DVR. The [*] Per Box Residuals may be altered based upon a good faith negotiation occurring on each six month anniversary of the signing of this Agreement.”

1.4 Reserved

1.5 Seventh Amendment Residuals. Dealer shall be entitled to a residual for each DVR purchased from Vendor pursuant to the Vendor Agreement and sold by Dealer on or after May 1, 2007 to a customer who subsequently subscribes to the TiVo Service and does not cancel [*] (“Subscriber”). The amount of such residual shall be one [*] (the “[*] Per Box Residual”). Where the DVR purchased by a Subscriber [*]. Vendor’s entitlement to [*] Per Box Residuals (a) begins upon activation of the TiVo Service by a Subscriber and payment to Vendor so long as such Subscriber does not cancel within [*] of initial activation of the TiVo Service, (b) continues after expiration of this Vendor Agreement (if applicable), and (c) terminates as provided in this Section 1.5. [*]. Vendor shall make payment of [*] Per Box Residuals on a [*] basis, and such payment will be delivered to Vendor within [*] after the end of the applicable [*]. Accompanying such payment will be an electronic file in a format agreed upon by the parties containing information sufficient to substantiate the Residual amounts. The [*] Per Box Residuals for a Subscriber shall continue for each [*] such Subscriber has paid for TiVo Service and the DVR has contacted the TiVo Service but in any event for no longer than [*]. In no event shall Vendor be obligated to pay more than [*] of [*] Per Box Residuals per DVR. The [*] Per Box Residuals may be altered based upon a good faith negotiation occurring on each six month anniversary of the signing of this Agreement.

1.6. Understanding Regarding DVRs sold prior to [*]. All DVRs sold [*] prior to [*] shall be subject to section 1.3. [*].

[*] 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.

2

3. EFFECT OF AMENDMENT. Except as expressly modified herein, all other terms and conditions of the Vendor Agreement remain in full force and effect.

IN WITNESS WHEREOF, Best Buy Purchasing LLC’s and TiVo Inc.’s respective duly authorized officers have executed this Seventh Amendment. This Seventh Amendment may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same original.

TIVO INC.		BEST BUY PURCHASING LLC
By:	/s/ Joe Miller	By:	/s/ Chris Homeister
Printed Name:	Joe Miller	Printed Name:	Chris Homeister
Title:	SVP, Consumer Sales	Title:	VP, Merchandising
Date:	May 1, 2007	Date:	April 27, 2007

3

EX-10.4

Exhibit 10.4 as filed with 10-Q Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

CONFIDENTIAL

TRIBUNE MEDIA SERVICES LICENSED DATA AGREEMENT

This Agreement (“Agreement”) is made between Tribune Media Services, Inc., (“TMS”), a Delaware corporation having a place of business at 435 N. Michigan Ave., Chicago, IL 60611, and TiVo Inc. (“TiVo” or “Licensee”), a Delaware corporation having a place of business at 2160 Gold Street, Alviso, California 95002 on this 14th day of May 2007 (the “Effective Date”). In consideration of the mutual covenants contained herein, TMS and TiVo agree as follows:

1. DEFINITIONS.

(a) TiVo Service means content, applications, and features with TiVo branding made available to TiVo Subscribers (defined below). TiVo Service may [*].

(b) Multichannel video programming distributor (“MVPD”) means cable, telecommunications and satellite operators that distribute programming to consumers.

(c) TiVo Licensees means MVPDs who license the TiVo Service and distribute it to TiVo Subscribers.

(d) TiVo Subscribers means consumers who have a contractual relationship with TiVo as described in Section 1(g) below or consumers who have a contractual relationship with a TiVo Licensee. Solely for fee calculation purposes, “TiVo Subscriber” excludes consumers who [*].

(e) TiVo Promotional Partners means third parties who work with TiVo to offer or promote the TiVo Service to TiVo Subscribers or prospective TiVo Subscribers.

(f) TiVo Commercial Service means any product or service TiVo offers to non-consumer third parties, such as broadcasters or advertisers, provided that such product or service does not provide TMS Unique IDs directly to such third parties. For purposes of this definition, TiVo may provide TMS Unique IDs to then-current TMS licensees of the relevant TMS Unique IDs, which should be confirmed in writing by TMS, which shall be via e-mail.

(g) TiVo-Owned Subscription means a contractual relationship between TiVo and an individual consumer, provided TiVo provides such consumer with access to TMS Licensed Data via the TiVo Service.

(h) TMS Data Products means all data and materials that TMS licenses, now or in the future, to a third party [*]providing entertainment guidance products, excluding [*], products and services made possible by an acquisition by TMS of products, services or companies following the

[*] 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.

Effective Date, and data and materials that TMS has customized for a third party licensee. The current list of TMS Data Products is attached as Exhibit C. The definition of TMS Data Products in the future will expand to include other products released to third parties [*] (“New Development Products”).

(i) TMS Partner Data means data and materials owned by third parties and licensed by TMS on behalf of third parties. TMS Partner Data will be made available to TiVo, at a rate no higher than the TMS list price; the specific rate for such data and materials will be [*], unless already covered in this Agreement, as are, [*].

(j) TiVo Development Initiative Products means TMS products or services developed and accepted pursuant to Section 8(g).

(k) TMS Licensed Data means all data and materials that TMS licenses to TiVo under this Agreement, specifically including all TMS Data Products, TiVo Development Initiative Products, certain [*], as further detailed in Exhibit A. For the sake of clarity, TMS Data Products, TMS Partner Data, New Development Products, or other products referenced in Exhibit A with respect to a particular geography will be TMS Licensed Data for that geography.

(l) TMS Services means services requested by TiVo, such as product development, technology support, and editorial services.

(m) TMS Competitors means collectively Initial Competitors and Subsequent Competitors. The Initial Competitors are identified as [*], and any entity controlling, controlled by or under common control with those companies. Notwithstanding the foregoing sentence, for purposes of this Agreement, TiVo shall not be deemed a TMS Competitor, [*]. Subsequent Competitors shall include, in addition to the listed companies, [*]. Subsequent Competitors are limited to companies that (1) [*], or (2) [*]. During the entire Term, a company who is a licensee of substantially all of any set of TMS national television listings data shall not be deemed an Initial Competitor or a Subsequent Competitor, so long as that company is a licensee of certain TMS Licensed Data Products. [*].

(n) TMS Unique IDs mean the alphanumeric or other identifiers provided as part of the TMS Licensed Data to identify a specific program, actor, or other entity. TMS Unique IDs also includes any code from which TMS Unique IDs can be deduced without a translation tool (“Key”). TiVo will treat any such TiVo-produced Key as TMS Confidential Information.

(o) Grid Guide means a grid with two axes: one axis represents time, and the other axis represents television channels; the cells within the grid are proportional to the size and length of the program; a Grid Guide would also include, in another format, data for substantially all programs on substantially all major channels for a period of at least two (2) weeks. Sample grid guides are attached in Exhibit G1. This definition of Grid Guides is specifically intended to exclude excerpted, reconfigured data sets, such as Guru Guides, Season Passes modules, Now Playing modules, Tivo Mobile, To Do List modules, top ten modules, and other recommendation modules, samples of which are attached in Exhibit G2.

[*] 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.

(p) Control (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, of the power to direct or cause the direction of management or policies of a company or person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

2. GRANTS OF LICENSE. Subject to the terms and conditions of this Agreement and the license restrictions set forth in Section 3, TMS hereby grants to TiVo, during the Term of this Agreement, a non-exclusive, non-assignable, sublicenseable, fee-bearing license to copy, prepare derivative works based upon, publicly display and distribute, the TMS Licensed Data, as further specified on Exhibit A to the following recipients: (i) [*], (ii) [*], (iii) [*], and (iv) [*]. Notwithstanding the foregoing, TiVo may sublicense TMS Licensed Data solely to the extent necessary either to promote the TiVo Service to prospective TiVo Subscribers or to enable features or functions of the TiVo Service to then-current TiVo Subscribers. In no event do TiVo’s sublicense rights include the right of third parties or consumers to use TMS Licensed Data for any purpose other than to use or promote the TiVo Service. TiVo will prohibit TiVo Licensees [*]. For sake of clarity, [*]. For avoidance of doubt, TiVo may use, as a pictorial illustration, selected TMS Licensed Data embedded in screenshots of the TiVo Service to promote the TiVo Service directly to actual or potential TiVo Subscribers.

3. LICENSE RESTRICTIONS.

(a) TiVo will not provide TMS Unique IDs or an entire set of any individual TMS Data Product, TMS Partner Data, or New Development Product to TiVo Promotional Partners, TiVo Subscribers, TiVo Licensees, TiVo Commercial Service recipients, or TMS Competitors. For purposes of this Agreement, “entire set” means substantially all of the contents of any TMS Data Product, TMS Partner Data, or New Development Product as defined in the corresponding data specification. By way of illustration of what “entire set” means, TiVo may [*].

(b) This section left intentionally blank.

(c) Except as expressly provided in this Agreement, TMS does not grant TiVo any rights or licenses in or to the TMS Licensed Data, the related names and trademarks or associated components, including, without limitation, the content and proprietary systems used by TMS in connection with the TMS Licensed Data. TiVo shall not provide TMS Competitors or any TiVo Licensee, TiVo Subscriber, TiVo Commercial Service recipients or TiVo Promotional Partner with tables that match TMS Unique ID’s with another data provider’s ID’s; however, TiVo may internally map TMS Unique ID’s with another data provider’s IDs only to provide the TiVo Service to third parties.

[*] 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.

(d) TiVo may use the TMS Licensed Data only as expressly set forth in this Agreement. TiVo Subscribers may copy the TMS Licensed Data solely to the extent such copying is inherent in the intended functioning of the TiVo Service; otherwise, TiVo will use commercially reasonable efforts to prevent copying. TiVo, TiVo Licensees, and TiVo Promotional Partners may, edit, alter, modify, add to, or combine other data with the TMS Licensed Data only as permitted in this Agreement and subject to the following restrictions:

(i) They may use isolated elements of the TMS Licensed Data, except for photos, which must, in all cases, be displayed with accurate titles or actor/ actress identifiers that photos are provided with by TMS to TiVo;

(ii) To the extent they make wording changes to the TMS Licensed Data, such wording changes may not render the TMS Licensed Data inaccurate or alter its fundamental meaning;

(iii) To the extent that they add or combine other data (e.g., UK data overlays, PPV data, TiVo supplied data) with the TMS Licensed Data, they will indicate that any TMS Licensed Data originates from TMS; and

(iv) They will comply with written notice and instructions TMS provides to TiVo for the attribution required by TMS Partner Data suppliers within the TMS Partner Data. For avoidance of doubt, any breach of this provision will not be a sufficient basis for termination unless:

(a) in cases in which the breach occurs in a display in print under TiVo’s control, on the Internet under TiVo’s control, or in the software run on the TiVo servers (specifically excluding software running on the DVR boxes), TMS has notified TiVo of a breach thereof and TiVo has failed to cure the breach prospectively pursuant to the cure periods set forth in Section 9; or

(b) in all other cases where the breach occurs, (i) TMS has notified TiVo of a breach and TiVo has failed to make good faith efforts to cure the breach prospectively within a reasonable time, and (ii) TMS has no direct recourse available against a TiVo Licensee or Promotional Partner.

(e) TiVo will not implement a [*] using more than [*] of scheduling data, as defined in Paragraph 1(o), with any Promotional Partners. TiVo shall provide TMS Licensed Data to Promotional Partners solely for the purposes of (i) triggering use of TiVo Service by TiVo Subscribers or (ii) generating new TiVo Subscribers. When dealing with Promotional Partners, TiVo will not replace the TMS Licensed Data such Promotional Partner already licenses from TMS with licenses from TiVo for the same data. TiVo shall use commercially reasonable and good faith efforts to notify TMS on or near the start date of each significant promotion involving a sublicense. TiVo does not have the right to allow Promotional Partners to sublicense the TMS Licensed Data to such Promotional Partners’ licensees.

4. [Section intentionally left blank.]

5. UNDERSTANDINGS REGARDING TMS LICENSED DATA.

[*] 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.

(a) Product List Update. On a [*] basis, TMS will provide TiVo with a list of all nationally available, non-custom TMS Data Products and noncustom products made available [*].

(b) Customized Services. TiVo is entitled to receive during the Term of this Agreement all customized services TiVo receives from TMS as of the day prior to the Effective Date, specifically, file size checks.

(c) TMS Licensed Data Source and Substitution. TMS may gather data and information from any third party source. TMS reserves the right to cancel or change any TMS Licensed Data product listed on Exhibit A or developed under this Agreement as a TiVo Development Initiative Product or New Development Product, provided, however, that if TMS does so, then i) TMS at its sole discretion, must either substitute substantially identical data in substantially the same form and format or reduce on a pro rata basis the fees payable by TiVo for such unavailable elements of TMS Licensed Data, in accordance with the current TMS rate card and refund TiVo the development fees paid by TiVo, if any, for a cancelled TiVo Development Initiative Product; and ii) TiVo has the right to terminate the Agreement if the TMS Licensed Data is changed materially in that it affects a core feature or functionality of the TiVo Service (“Material Change”). TMS shall give TiVo [*] prior written notice of any anticipated changes in a TMS Licensed Data product that TMS reasonably believes might constitute a Material Change. TiVo shall give TMS [*] prior written notice of its intent to terminate based on such a Material Change.

(d) TMS Licensed Data Acceptance. TiVo agrees to accept the elements of the TMS Licensed Data in the format set forth in the data specifications relevant to such elements. TMS will make the data specifications for all TMS Licensed Data available to TiVo.

(e) TMS Licensed Data Format Changes. TMS may change the TV Schedules and other TMS Licensed Data in ASCII only by adding fields at the end of file(s) and/or modifying field formats. TMS may not delete any fields in TMS Licensed Data in ASCII. For any such changes to the TMS Licensed Data, TMS must notify TiVo in writing at least ninety (90) days in advance.

(f) TiVo Requests for Operational Support Improvements and Services. If TiVo requests format revisions or custom services (e.g., custom line-ups) not related to data quality and problem resolutions (which are addressed in Section 8), then fees for such revisions or services will be negotiated in good faith between TiVo and TMS.

6. [*]

[*]

[*]

[*]

[*]

[*] 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.

[*] TiVo may display its own and any third party logos in association with TiVo’s services, provided that such display is not likely to cause confusion as to the source of TMS Licensed Data, nor confusion as to which products and services are provided by TMS. The parties will negotiate in good faith any changes to the [*] set forth in this Section 6. In the event that TMS reasonably deems such display likely to confuse consumers, TiVo shall revise the display layout such that it eliminates such likelihood of confusion, at the written request of TMS; in the event of such revision, TMS will forego any legal claims against TiVo arising out of the display prior to revision. TMS waives, for purposes of this Agreement only, any claim or complaint that the design in Exhibit D is likely to cause confusion. Additionally, notwithstanding the foregoing, TiVo cannot guarantee or be held responsible for whether MVPDs agree to implement [*]in the manner as described in this Section 6.

7. PRICING AND PAYMENT.

(a) Pricing. During the Initial Term (defined in Section 9 of this Agreement), TMS agrees to provide TiVo all TMS Licensed Data [*]for the fees referenced in Exhibit A attached hereto; TiVo reserves the right to receive the TMS Licensed Data [*]for the fees specified in Exhibit A. If TiVo elects to enter into the Final Term, then the TMS Data Products to be included as part of the TMS Licensed Data for that Final Term will exclude [*]. Such [*] will be provided to TiVo at [*], unless otherwise agreed. TiVo may make changes in the territories for which it elects to receive products by providing [*] written notice, except that the U.S. territory is not optional.

(b) Monthly Billing and Payment; Late Fees. In exchange for the licenses to the TMS Licensed Data granted in this Agreement and for the TMS Services provided, TiVo will pay TMS the relevant fees set forth in Exhibit A (as may be amended or modified by mutual agreement of the parties). Upon receipt of TiVo’s monthly TiVo-Owned Subscriptions reports (described in Section 7(c) below), TMS will bill TiVo calendar monthly and TiVo will pay all undisputed amounts within forty-five (45) days after receipt of an invoice. Late payments will be assessed an interest charge of [*] per month. TMS, in its sole discretion, may terminate this Agreement and/or cease providing TMS Licensed Data to TiVo if TiVo fails to pay any undisputed amounts within 90 days after TiVo receives notice from TMS of a payment delinquency.

(c) [*]. Within [*]after the end of each [*], TiVo will [*]. TiVo represents and warrants that it will use commercially reasonable efforts to [*]. [*]. TiVo has the right to [*]. If a [*]exists at the expiration or termination of this Agreement, TMS will issue TiVo a payment in the amount [*] within 30 days of such expiration or termination.

(d) Taxes. TiVo must pay all applicable taxes (including without limitation sales and use taxes) associated with delivery to, and use by, TiVo of the TMS Licensed Data.

(e) Credits/Refund. If, for one or more days, TMS i) fails to deliver the entirety of the TMS Licensed Data, ii) delivers the TMS Licensed Data in a corrupted or unusable manner [*], or iii)

[*] 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.

fails to meet the data quality requirements set forth in Section 8, then TMS must credit TiVo [*], multiplied by the number of days that the aforementioned problem occurred. If a credit exists at the time of expiration or termination of this Agreement, TMS will promptly refund the amount of such credit to TiVo.

8. DATA QUALITY/PROBLEM RESOLUTION; TECHNOLOGY INITIATIVES.

(a) Data Quality. TMS must meet the following standards for the TV Schedules and other TMS Licensed Data where reasonably applicable:

(1) TMS will use commercially reasonable efforts to ensure that the TMS Licensed Data is accurate.

(2) [*]

(3) [*]

(4) [*]

(5) [*]

(6) [*]

(7) [*]

(8) [*]

(b) Problem Response and Resolution. TMS will provide email, voicemail and live on-call support to TiVo to help support and address TiVo’s concerns and questions regarding the TMS Licensed Data and TMS Services. TMS shall use commercially reasonable efforts to: (i) respond to TiVo’s initial contact within one hour during TMS’s normal business hours (7:00 am EST to 5:30 pm EST, Monday through Friday, excluding holidays) and within eight hours during holidays, weekends and outside of TMS’s normal business hours; (ii) resolve problems related to lineups and schedules within 24 hours after receipt of TiVo’s initial call; and (iii) resolve problems related to real-time products or provide an explanation with a timeline for resolution, within one hour after receipt of TiVo’s initial call.

(c) Recurring Problems. With respect to errors TiVo deems in good faith to be recurring, TiVo may provide to TMS specific written descriptions thereof. TMS shall, within [*] of TiVo’s notification: (i) investigate such errors, (ii) report to TiVo an explanation for such errors, and (iii) if errors are reasonably attributable to TMS, TMS will provide a firm schedule date for the resolution of such errors. TMS will resolve such errors in accordance with such schedule at no cost to TiVo and TMS will act cooperatively to resolve these matters in good faith.

[*] 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.

(d) Quality Discussions and Enhancement Requests. The parties will conduct data quality discussions on at least a [*] basis. The objective of these discussions will be to share knowledge with the intent of discovering and reducing potential errors in, and enhancing, the TMS Licensed Data. The data quality discussions will occur as long as TiVo feels they are necessary.

(e) Late Data Delivery. If the daily data download to TiVo is not expected to be available until after [*], TMS will send notification of this situation to [*] as soon as TMS has knowledge of the situation.

(f) Account Management. TMS will maintain up-to-date documentation regarding TiVo’s specifications and business processes and, for all new TMS employees servicing TiVo’s account, will train such employees on TiVo’s specifications and business processes. TMS will share such documentation with TiVo on or before the Effective Date, and thereafter upon TiVo’s request but not less than once per year. TMS will also have an introductory meeting with TiVo for new TMS employees servicing TiVo’s account.

(g) Development Initiatives. TiVo may request, in writing, quality improvements and other enhancements to the TMS Licensed Data. TMS agrees to respond in writing to each request with a high-level scope document within [*] of receipt of the initial request, plus the number of days it takes for TiVo to respond to TMS questions. If multiple requests are made in tandem or succession, TMS response times will be [*] per request. If TMS determines that a given request cannot be adequately scoped within the given timeframe due to its size or complexity, TMS agrees to submit a draft scope within the given timeframe that includes the delivery date for the final scope document. Each scope document will outline the feasibility, recommended approach, and a good faith estimate of the timeframe for implementing a given request. TiVo agrees to respond to TMS questions, in writing, within 5 business days.

After TiVo receives a scope document, TiVo may request in writing that TMS proceed with the development initiative. TMS, in turn, will use commercially reasonable efforts to implement such requests that are reasonably feasible. Prior to TMS commencing work on a development initiative, the parties will work cooperatively to define acceptance standards and the scope of the project in writing. If the initiative solely benefits TiVo, then development and licensing fees will be negotiated in good faith between TiVo and TMS; otherwise, development will be completed at no cost TiVo.

TiVo hereby requests the development initiatives set forth in Exhibit B. TMS will provide scope documents for the [*] within [*] after the Effective Date, plus the number days it takes for TiVo to respond to TMS questions. TMS will use commercially reasonable efforts to implement the [*] from Exhibit B [*] from the Effective Date and the rest of the development initiatives will be completed [*] from the Effective Date. Thereafter, TiVo may request in writing [*] development initiatives each year from the Effective Date. During the scoping phase, TMS will provide cost estimates to TiVo for the implementation of these requests. TMS will incur a maximum of [*] in development costs at no charge to TiVo for each twelve month period from the Effective Date (“Development Cost Commitment”). TiVo and TMS will reasonably cooperate to negotiate any costs that exceed [*]. TMS will use best efforts to deliver products to TiVo in the amount of time TMS scoped. [*].

[*] 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.

After receipt of a scope document, TiVo will communicate in writing the order in which requests should be prioritized for TMS delivery. TMS will make best efforts to schedule delivery based on these priorities, but may alter the order based on previously committed development roadmaps. TiVo may reprioritize requests at any time, in writing, with the exception that once development for a committed request begins, that request may not be reprioritized. TiVo must request a development initiative to be delivered at least [*]from request date unless (i) TMS scopes the initiative as fewer than [*]; or (ii) TMS approves of such expedited request.

TiVo and TMS will meet [*], to review TiVo request priorities, delivery schedules and status, and TMS development roadmaps.

Once accepted by TiVo, such development initiatives shall be deemed TiVo Development Initiative Products.

9. TERM. Unless terminated in accordance with this Section 9, the initial term of this Agreement begins on the Effective Date and ends five (5) years thereafter (“Initial Term”). TiVo may renew this Agreement for an additional term of four (4) years (“Final Term”) by providing written notice by letter to TMS at Tribune Media Services, Inc., 333 Glen Street, Glens Falls, New York 12801, with copy to General Counsel, Tribune Company, 435 N. Michigan Ave., Suite 600, Chicago, IL 60611, at least [*] before the end of the Initial Term. “Term” means Initial Term and Final Term, as applicable. TMS may terminate this Agreement in the case of material breaches by TiVo of Section 2(Grants of License), 3(License Restrictions), 7(Pricing and Payment), and 13(Confidentiality Obligations) provided that TMS provides TiVo with written notice of such breaches, and there is no cure within [*] from the date of such notice. If a notified breach takes more than [*] to cure despite good faith efforts, and TiVo is working diligently and in good faith to remedy such breach, then the cure period will be extended [*]. TiVo may terminate for [*] provided that TiVo has given TMS written notice of such breach, and there is no cure within [*] from the date of such notice.

10. INDEMNIFICATION.

(a) By TMS. TMS shall indemnify, defend and hold harmless TiVo and its officers, directors, employees, representatives and agents from and against any and all third party claims, damages, costs and expenses (including reasonable out-of-pocket attorneys’ fees) arising out of or relating to any allegation that the TMS Licensed Data, TMS Data Products, or TMS Services, as provided by TMS or modified with TMS’s consent or at TMS’s direction, infringes or otherwise violates any third party’s patent, trademark, copyright, trade secret, right of publicity, or other intellectual property or personal right; except, however, to the extent that such allegation arises out of any edits, modifications or alterations TiVo makes to the TMS Licensed Data without TMS’s written consent. If TMS believes that a claim of infringement is likely, then TMS may modify the Allegedly Infringing TMS Licensed Data so that a claim of infringement is no longer

[*] 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.

likely. If TMS receives written notice of an alleged infringement, then TMS may: (i) modify the Allegedly Infringing TMS Licensed Data so that it no longer infringes, or (ii) if such modifications cannot be obtained using commercially reasonable efforts and on commercially reasonable terms, terminate this Agreement upon notice to TiVo.

(b) By TiVo. TiVo shall indemnify, defend and hold harmless TMS and its officers, directors, employees, representatives and agents from and against any and all third party claims, damages, costs and expenses (including reasonable out-of-pocket attorneys’ fees) arising out of or relating to: any suits or actions alleging that any electronic product or service (including the TiVo Service) in which TiVo uses or incorporates the TMS Licensed Data (an “Allegedly Infringing TiVo Service”) infringes or otherwise violates any third party’s patent, trade secret, copyright, trademark or other intellectual property right. If TiVo believes that a claim of infringement is likely, then TiVo may modify the Allegedly Infringing TiVo Service so that a claim of infringement is no longer likely. If TiVo receives written notice of an alleged infringement, then TiVo may: (i) modify the Allegedly Infringing TiVo Service so that it no longer infringes, or (ii) if such modifications cannot be obtained using commercially reasonable efforts and on commercially reasonable terms, terminate this Agreement upon notice to TMS.

(c) General. Any indemnification provided under this Agreement is conditioned upon (i) the indemnitee providing the indemnitor with prompt written notice of any claim, provided, however, that failure to provide prompt notice does not relieve the indemnitor of its indemnification obligations unless such failure materially prejudices the defense of such claim; (ii) the indemnitee permitting the indemnitor to assume and control the defense and settlement of such claim; and (iii) the indemnitee fully cooperating in the defense or settlement of such claim. The indemnification provisions of this Agreement survive expiration or termination of this Agreement.

11. LIMITATION OF LIABILITY.

(a) TiVo acknowledges TMS’s assertion that the TMS Licensed Data is produced by TMS in good faith from information compiled and supplied by unrelated third parties. EXCEPT AS PROVIDED IN SECTION 8 (Data Quality), TMS PROVIDES THE TMS LICENSED DATA ON AN “AS IS” BASIS, MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE TMS LICENSED DATA, AND DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. TIVO’S DAMAGES FOR BREACHES OF SECTION 8 SHALL BE CAPPED AT [*] THE FEES PAYABLE BY TIVO DURING THE PRECEDING TWELVE MONTHS UNDER THIS AGREEMENT OR THE PRECEDING AGREEMENT HAVING AN EFFECTIVE DATE OF MARCH 1, 2004 FOR THE NONCOMPLIANT DATA.

(b) TMS will not be liable for any loss or damage accruing to TiVo by reason of non-delivery, delay or interruption in delivery of TMS Licensed Data due to circumstances beyond the control of TMS, which shall include without limitation, failure of communication equipment. EXCEPT FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, EXCLUDING THE

[*] 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.

REMEDY SET FORTH IN SECTION 11(a), AND EXCLUDING EACH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (Indemnification) OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER EXCEED THE AMOUNT PAID BY TIVO TO TMS DURING THE PRECEDING TWELVE MONTHS UNDER THIS AGREEMENT OR ITS PREDECESSOR HAVING AN EFFECTIVE DATE OF MARCH 1, 2004.

(c) EXCEPT FOR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OR PURSUANT TO THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL TMS OR TIVO BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST-PROFIT DAMAGES UNLESS LOST PROFITS ARE PROVEN AS ACTUAL DAMAGES.

12. PROPRIETARY INTEREST. TiVo acknowledges that, as between TiVo and TMS, TMS owns all copyrights and other proprietary rights in and to the TMS Licensed Data. TiVo does not, by virtue of this Agreement or by virtue of its access to the TMS Licensed Data, obtain any copyright or other proprietary right or interest in or to the TMS Licensed Data except the rights specifically granted to TiVo herein.

13. CONFIDENTIALITY OBLIGATIONS.

(a) Confidential Information. During the Term of this Agreement, each party may receive Confidential Information (as hereinafter defined) belonging to the other party (the “disclosing party”) and may not use such Confidential Information except as set forth in this Agreement. Each receiving party shall disclose Confidential Information of the disclosing party only to its employees or agents who are required to have such information for the receiving party to carry out the transactions contemplated by this Agreement and who have been advised of the obligations set forth in this Section 13. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of the disclosing party’s Confidential Information. For purposes of this Agreement, “Confidential Information” of a disclosing party means any information or material that the other party designates as confidential (including without limitation the terms and conditions of this Agreement) unless such information or material (i) is or becomes publicly known through no wrongful act of the receiving party, (ii) is received from a third party without restriction and without breach of any confidentiality obligation to the other party, or (iii) is independently developed by the receiving party without any use of the Confidential Information, as demonstrated by files created as of the time of such independent development.

(b) Compelled Disclosures. If a receiving party is compelled by law, regulation or a court of competent jurisdiction to disclose any of the other party’s Confidential Information, the receiving party will promptly notify the disclosing party so that it may seek a protective order or other appropriate remedy. The receiving party agrees to cooperate at the disclosing party’s expense in seeking such order or other remedy. If disclosure is ultimately required, the receiving party will furnish only that portion of the Confidential Information that is legally required, exercise reasonable efforts to obtain assurance that it will receive confidential treatment, and continue to treat such Confidential Information in accordance with this Section 13.

(c) Confidentiality of Agreement. Each party agrees that the terms and conditions of this Agreement will be treated as the other party’s Confidential Information; provided, however, that each party may disclose the terms and conditions of this Agreement: (i) as required by any court or other governmental body; (ii) as otherwise required by applicable law; (iii) to legal counsel of the parties; (iv) pursuant to the rules and regulations of any stock association or exchange on which the party’s stock is traded; (v) in confidence, to accountants, banks, and financing sources and their advisors; (vi) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vii) in confidence, in connection with a merger or acquisition of one of the parties or proposed merger or acquisition of one of the parties. Neither party shall issue any statement or communication to any third party (other than their respective agents) regarding the subject matter of this Agreement, including, if applicable, the termination of this Agreement and the reasons therefor, without the consent of the other party, which consent will not be unreasonably withheld, except that this restriction is subject to the parties’ obligations to comply with applicable securities laws (and in such event each party must use reasonable efforts to provide the other party with a copy of any such statement or communication in advance of such issuance). For the purpose of clarity, the parties may disclose in confidence the terms, conditions and existence of this Agreement to any third parties as necessary to fulfill their respective obligations, and exercise their respective rights under this Agreement. If TiVo uses a third party with whom it needs to share Confidential Information for development purposes, TiVo will require that the third party be subject to the same terms and conditions set forth in this Agreement.

(d) With TMS Competitors, TiVo may not [*]. Notwithstanding the foregoing, TiVo is free to: (i) offer opinions about the TMS Licensed Data, (ii) share TMS Confidential Information with [*], or another [*], only to the extent necessary to facilitate integration of the TiVo Service, and (iii) share TiVo Service specifications regarding data needs.

14. POST TERMINATION.

(a) Wind-Down Rights. Upon termination or expiration of this Agreement for reasons other than nonpayment or TiVo’s breach of its license grant restriction, TMS will continue to provide TiVo with TMS Licensed Data at TiVo’s written request at the rates specified in this Agreement and in accordance with the terms and conditions of this Agreement, for [*] days following such termination or expiration. Subject to the other terms and conditions of this Agreement, in particular Section 13 (Confidentiality), TiVo may, during such wind-down period, map TMS Unique ID’s with another data provider’s ID’s for the purpose of transitioning to such data provider as a substitute for the supply of TMS Licensed Data.

(b) Termination of Rights. On termination or expiration of this Agreement: (i) all rights granted by TMS under this Agreement, (except for Section 14(a) as applicable, or the survival provisions set forth in Section 20 as applicable) shall immediately terminate, (ii) within [*] after such termination, TiVo shall [*]; (iii) once [*] have passed from such termination, TiVo will [*]; and (iv) TiVo shall, [*] after such termination, return to TMS any software or other materials provided by TMS under this Agreement or certify that TiVo has destroyed such materials.

[*] 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.

(c) Purge from Customer’s Devices Not Required. Notwithstanding anything herein to the contrary, upon termination or expiration of this Agreement, TiVo shall not be required to purge the TMS Licensed Data from any of TiVo’s customers’ consumer devices to which TiVo supplied TMS Licensed Data during the Term of this Agreement.

15. GOVERNING LAW; VENUE. This Agreement is governed by and interpreted under the laws of the state of Illinois, excluding Illinois’ choice of law rules. Any suit, action or proceeding arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in Chicago, Illinois. Both parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts located in Chicago, Illinois for purposes of any suit, action or proceeding arising out of or relating to this Agreement.

16. ASSIGNMENT. Neither party is allowed to assign its rights under this Agreement without the other party’s written consent, except in the event of a change of ownership or change of Control of either party, including without limitation by way of merger, consolidation or sale of all or substantially all of the assets or equity of the party or of the parent or ultimate parent entity of such party (“a Change of Control”), in which case no such consent shall be required; provided however in the event of such change in Control resulting in ownership or control of TiVo by a company on Exhibit F or of TMS by a company on Exhibit E, the other party may immediately terminate this Agreement. At any time during the Term, TMS may add one or more companies to Exhibit F if the company meets the definition of “Subsequent Competitor” as defined in Section 1(m); for the sake of clarity, additions to Exhibit F by TMS will not affect any other provisions of this Agreement except this Section 16. TiVo may add one or more companies to Exhibit E at any time during the Term if the company meets the criteria defined further below. Each party’s rights and obligations pursuant to this Agreement and any amendments thereof will bind and inure to the benefit of such party’s permitted successors or assignees.

In the event TMS terminates this Agreement pursuant to Section 16, such termination shall not take effect until one year after the close of such Change of Control transaction, or sooner if TiVo notifies TMS that it no longer desires to use TMS data for mapping during the Transition Period. During this Transition Period, TMS will allow mapping as provided in paragraph 14(a), except that that mapping period will be for 365 days, provided that during this time TiVo will maintain its confidentiality obligations by creating confidentiality procedures such that the newly controlling or owning party shall be treated as a TMS Competitor for purposes of paragraph 13(d). During the Transition Period, TMS shall continue to license to TiVo only the TMS Licensed Data that TiVo is licensing on the date of termination notice. Once TMS notifies TiVo of termination, all Section 8 development initiatives shall cease. At the end of the Transition Period, TiVo will purge all TMS Licensed Data and provide TMS with reasonable proof of such destruction to TMS.

TiVo can name as an additional company on Exhibit E only companies that meet one or more of the following criteria: (i) [*]; (ii) [*]; (iii) [*]; (iv) [*]; or (v) any entity controlling, controlled by or under common control with any of the companies named on Exhibit E.

[*] 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.

17. PUBLICITY. TMS has the right to use the name of TiVo in publicity, advertising, and sales promotion with the prior written consent of TiVo, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, TMS will not be required to obtain TiVo’s prior written consent to include TiVo’s name in public lists of TMS clients.

18. NO JOINT VENTURE CREATED. Nothing in this Agreement and its performance may be construed as creating a joint venture, partnership or agency between TiVo and TMS.

19. ENTIRE AGREEMENT. This Agreement and its Exhibits contain the entire understandings of TMS and TiVo concerning the subject matter hereof, and supersede and cancel all prior understandings, agreements, representations (whether oral or written) between TMS and TiVo regarding the subject matter hereof, including the Television Listings Data Agreement dated March 1, 2004 and any amendments and addenda thereto. In the event of a conflict between the provisions of this Agreement and any exhibits hereto, the terms of this Agreement prevail. Neither party is bound by, and each party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other party in any correspondence or other document, unless the party to be bound thereby specifically agrees to such provision in writing. This Agreement may only be amended by a subsequent writing signed by an authorized representative of TMS and TiVo.

20. SURVIVAL. Notwithstanding anything contained herein to the contrary, Sections 7, 10 through 15 and 19 through 22 and any other provision for which survival is equitable will survive any termination or expiration of this Agreement.

21. WAIVER. Neither the failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or the failure, delay or omission by either party in exercising any right with respect to any term of this Agreement, will be construed as a waiver or relinquishment to any extent of either party’s right to assert or rely upon any such provision or right in that or any other instance.

22. FORCE MAJEURE. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

In Witness Whereof, the undersigned have executed this Agreement on the dates indicated.

Accepted by:		Accepted by:
TiVo Inc.		Tribune Media Services, Inc.
Signature:	/s/ Steven J. Sordello	Signature:	/s/ James D. Fehnel
Printed Name:	Steven J. Sordello	Printed Name:	James D. Fehnel
Title:	Chief Financial Officer	Title:	VP, Entertainment Products
Date:	5/18/07	Date:	5/15/07
Phone:		Phone:
Fax:		Fax:

EX-10.5

Exhibit 10.5 as filed with 10-Q Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

ADDENDUM 1

BETWEEN

Tribune Media Services, Inc.

AND

Fandango, Inc.

AND

TiVo Inc.

THIS is an addendum (“Addendum 1”) TO THE TRIBUNE MEDIA SERVICES LICENSED DATA AGREEMENT dated May 14, 2007 (“License Agreement”). Addendum 1 is by and between Tribune Media Services, Inc. (“TMS”), a Delaware corporation having a place of business at 435 North Michigan Avenue, Suite 1500, Chicago, Illinois, TiVo Inc. (“Licensee”), a Delaware corporation having a place of business at 2160 Gold Street, Alviso, CA, 95002 and Fandango, Inc. (“Fandango”) a Delaware corporation having a place of business at 12200 W. Olympic Boulevard Suite 150, Los Angeles, CA 90064 and will have an effective date of May 14, 2007 (“Effective Date”). TMS, Licensee and Fandango acknowledge and agree that Fandango is a party to this Addendum 1 solely with respect to Paragraphs 3, 4, 5, 6, 7, 8, 9 and 11 of this Addendum 1.

Recitals:

WHEREAS TMS now wishes to provide, and Licensee wishes to accept, the Fandango Ticketing Service, as described more fully below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TMS and Licensee hereby enter into this Addendum 1.

Agreement:

1. All capitalized terms not defined herein shall have the meaning ascribed to them in this Addendum 1 or the License Agreement .

2. If there is a conflict between the License Agreement and provisions of Addendum 1 the provisions of this Addendum 1 shall control.

3. During the term of this Addendum 1 and in accordance with the terms and conditions of this Addendum 1 and the License Agreement, TMS hereby grants Licensee a non-exclusive, non-assignable right and license to use, and to allow its authorized end users of the TMS Licensed Data to use, the Fandango Ticketing Service (the “FTS”) owned and operated by Fandango. The FTS shall consist of: (a) the Fandango back-end ticketing infrastructure and data-exchange interface between Licensee’s network and Fandango’s network to enable users of the FTS to purchase movie tickets from Fandango, and (b) the Fandango-branded creative elements, logos and/or icons depicted in Exhibit A (“Brand Elements”) which shall reside in locations approved by Fandango and Licensee within an application on the TiVo service that enables Licensee’s authorized end-users of the TMS Licensed Data to purchase movie tickets through the FTS (“TiVo Movie Ticket Application”). Licensee will take reasonable efforts to avoid placing any Fandango Brand Elements in conjunction with tobacco products, alcohol, firearms and adult entertainment or other content that Fandango reasonably informs

Licensee to be objectionable. If the TiVo Movie Ticket Application is redesigned, Licensee shall not make any material change in placement, size or display of the Fandango Brand Elements or the data-exchange interface without approval in writing by Fandango. The FTS shall allow Licensee’s authorized end-users of the TMS Licensed Data to select and/or verify movie showtimes and purchase tickets. The TiVo Movie Ticket Application will be an area of the TiVo service primarily designed to find movies, purchase movie tickets, and engage in other movie-related activities. The Tivo Movie Ticket Application will integrate the TMS Licensed Data.

4. During the term of this Addendum 1 Licensee agrees that the FTS will be Licensee’s exclusive movie ticketing service within the TiVo Movie Ticket Application or anywhere else on the TiVo service. Licensee agrees that it will not enter into an agreement to provide purchasing of movie tickets with a Fandango competitor or any other party that offers a substantially similar movie ticketing service to that of Fandango or the FTS. Notwithstanding the foregoing, if Licensee enters into an agreement with a third-party that is not itself a Fandango competitor or affiliate of a Fandango competitor, but such third party incidentally has an agreement or relationship with a Fandango competitor that may be accessed from the third-party, Licensee shall not be in violation of the foregoing exclusivity requirements, so long as Licensee informs Fandango in writing of such situation and does not aggregate the Fandango competitor’s service with the FTS or specifically promote the Fandango competitor’s ticketing service (other than general promotion of the third-party and relationship that does not directly reference the competitor’s ticketing service). Licensee shall not permit anyone other than itself or an authorized end user of the TMS Licensed Data to access or otherwise use the FTS. If and when Licensee includes a partner page on its Web site, then Licensee shall also display on said partner page a Fandango logo promoting Fandango or the FTS during the term of this Addendum 1. Such promotion shall be approved in advance by Fandango.

5. [*] (the “Licensee Surcharge”). The [*] shall be in addition [*]. During each calendar [*], TMS shall [*]. TMS shall [*]. For example, [*]:

a) [*].

b) [*].

c) [*].

6. For the purpose of confirming the accuracy of any statement or payments due pursuant to this Addendum 1, Licensee will have the right, upon prior written notice, no more than once during any twelve-month period, to inspect the relevant books and records related to the subject of this Addendum 1 provided that any such audit is conducted at TMS’ office during regular business hours in a manner that does not interfere with normal business activities of TMS. If any audit reveals an underpayment in the calculation of amounts owing to Licensee, TMS will pay Licensee’s reasonable out-of-pocket costs with respect to that audit and Licensee shall have the right to conduct an additional audit within said twelve-month period. If any audit reveals an overpayment to Licensee, Licensee will promptly return the difference to TMS.

7. Licensee acknowledges and agrees that Fandango is the owner of the FTS and any associated end user information or usage data in connection with the FTS (“Fandango User Data”). TMS acknowledges and agrees that Licensee owns the TiVo service, including the TiVo Movie Ticket Application to the extent created by TiVo; provided, however, that Fandango shall own all rights to the FTS, and TMS shall own all rights to the Licensed Data. Fandango shall use prudent methods to safeguard any Fandango User Data collected from Licensee’s users and shall only use such Fandango User Data in accordance with Fandango’s privacy policy and all applicable privacy laws and regulations. In addition to fulfilling Licensee’s end user ticket purchasing requests, Fandango has agreed to provide customer service to Licensee’s end users with respect to questions regarding the FTS.

[*] 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.

8. Fandango will fulfill movie ticket purchase requests in accordance with its purchase policy contained at www.fandango.com/PurchasePolicy.

9. Provisions For Cardholder Data. The provisions set forth in this Section apply to Fandango or any processor or other agent for Fandango that stores, processes, handles or transmits cardholder data in any manner. For purposes of this Section, the term “cardholder data” refers to the number assigned by the card issuer that identifies the cardholder’s account or other cardholder personal information.

A. Fandango shall be responsible for complying at all times with the PCI Data Security Standard requirements that are prescribed in the Visa Operating Regulations or otherwise issued by Visa, as they may be amended from time to time, or that are prescribed in the MasterCard Operating Regulations or otherwise issued by MasterCard as they may be amended from time to time. Copies of current Visa requirements documentation are available on the Visa.com website at http://www.visa.com/cisp. Copies of MasterCard requirements documentation are available on the MasterCard website at https://sdp.mastercardintl.com/.

B. Fandango shall be responsible for securing any cardholder data in its possession at all times while said data are being transmitted, or while said data are being processed, or while said data are being stored in any form.

C. Fandango acknowledges that individual cardholder data are owned by the respective payment card company brand and acknowledge that cardholder data may only be used for assisting in completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by the payment card company or as required by applicable law.

D. Fandango shall maintain appropriate business continuity procedures and systems to ensure security of cardholder data in the event of a disruption, disaster or failure of Fandango’s primary data systems.

E. In the event of a breach, intrusion, or otherwise unauthorized access to cardholder data stored at or for Fandango, Fandango shall immediately notify TiVo Inc., in the manner required in the PCI Requirements, and provide Visa and MasterCard and the acquiring financial institution and their respective designees access to Fandango’s facilities and all pertinent records to conduct a review of Fandango’s compliance with the PCI Requirements. Fandango shall fully cooperate with any reviews of their facilities and records provided for in this paragraph.

F. Fandango and its successors and assigns shall comply with the PCI Requirements after termination of this Addendum 1.

10. FANDANGO REPRESENTS AND WARRANTS THAT THE FANDANGO TICKETING SERVICE WILL ALLOW LICENSEE AND ITS AUTHORIZED END USERS TO SELECT AND/OR VERIFY MOVIE SHOWTIMES AND PURCHASE TICKETS. EXCEPT FOR THE FOREGOING WARRANTIES, FANDANGO PROVIDES THE FTS ON AN “AS IS” BASIS, AND MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICE. IN NO EVENT SHALL TMS’ OR FANDANGO’S LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR MISTAKES, ERRORS, OR OMISSIONS, FOR NON-DELIVERY OR LATE DELIVERY OF SERVICES OR DATA, EXCEED THE AMOUNT PAYABLE BY TMS TO LICENSEE FOR THE MONTH(S) IN WHICH THE MISTAKE, ERROR, OR OMISSION OCCURRED, OR FOR THE MONTH(S) IN WHICH THE SERVICE OR DATA WAS NOT DELIVERED OR WAS NOT DELIVERED ON A TIMELY BASIS. IN NO EVENT SHALL TMS, FANDANGO OR LICENSEE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST-PROFIT DAMAGES.

11. The term of this Addendum 1 shall commence on the Effective Date and shall continue for one year. Thereafter, the term will renew automatically for successive one (1) year periods, unless terminated by either party. Either party may terminate this Addendum 1 by providing written notice of termination to the other party, and this Addendum 1 will terminate thirty (30) days after such notice is received. Notwithstanding the foregoing, if either party materially breaches any provision of this Addendum 1 and fails to cure such breach within thirty (30) days of receiving written notice thereof from the non-breaching party, the non-breaching party may terminate this Addendum 1 effective at the end of such thirty (30) day period.

12. Upon termination or expiration of this Addendum 1 for any reason, Licensee shall immediately disable use of the FTS and cease all use of the Fandango Brand Elements.

IN WITNESS WHEREOF, the parties have executed this Addendum 1 as of the dates shown below.

TiVo Inc.		Tribune Media Services, Inc.
Signature:	/s/ Steven Sordello	Signature:	/s/ James D. Fenhal
Printed Name:	Steven Sordello	Printed Name:	James D. Fenhal
Title:	SVP, CFO	Title:	VP, Entertainment Products
Date:	5/18/2007	Date:	5/15/2007
Fandango, Inc.
Signature:	/s/ Stacey Oliff
Printed Name:	Stacey Oliff
Title:	SVP
Date:	5/11/2007

EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas S. Rogers, certify that:

1) I have reviewed this quarterly report on Form 10-Q of TiVo Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 11, 2007

/s/ THOMAS S. ROGERS

Thomas S. Rogers

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Steven J. Sordello, certify that:

1) I have reviewed this quarterly report on Form 10-Q of TiVo Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 11, 2007

/s/ STEVEN J. SORDELLO

Steven J. Sordello

Senior Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the TiVo Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ending April 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas S. Rogers, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: June 11, 2007

/s/ THOMAS S. ROGERS

Thomas S. Rogers

President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the TiVo Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ending April 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Sordello, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: June 11, 2007

/s/ STEVEN J. SORDELLO

Steven J. Sordello

Senior Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)