8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 28, 2010

TIVO INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

ITEM 1.01. Entry into a Material Definitive Agreement.

On April 28, 2010, the Board of Directors of TiVo Inc. approved the Fiscal Year 2011 Bonus Plan For Executive Officers. The Fiscal Year 2011 Bonus Plan For Executive Officers provides for specified incentive compensation for the Company’s executive officers. Under the Fiscal Year 2011 Bonus Plan For Executive Officers, cash bonuses, if any, will be based on the Company’s achievement of specified corporate and departmental goals at the end of fiscal year 2011, as determined by the Compensation Committee and/or the Board of Directors. A summary of the Fiscal Year 2011 Bonus Plan For Executive Officers is attached hereto as Exhibit 10.1 and incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

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

Exhibit No.	Description
10.1	Summary of TiVo Inc. Fiscal Year 2011 Bonus Plan For Executive Officers.

SIGNATURES

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

	TIVO INC.
Date: May 4, 2010	By:	/s/    ANNA BRUNELLE
		Anna Brunelle
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
10.1	Summary of TiVo Inc. Fiscal Year 2011 Bonus Plan For Executive Officers.

EX-10.1

Exhibit 10.1

SUMMARY OF TIVO INC. FISCAL YEAR 2011

BONUS PLAN FOR EXECUTIVE OFFICERS.

Purpose:

The terms of the TiVo Inc. (the “Company”) Fiscal Year 2011 Bonus Plan for Executive Officers (the “Plan”) have been established to reward the Company’s executive officers for assisting the Company in achieving its operational goals through exemplary performance. Under the Plan, bonuses will be based on the achievement of specified corporate and departmental goals at end of fiscal year 2011, as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) and/or the Board of Directors (the “Board”).

Determination of Fiscal Year 2011 Bonuses:

Company executive officers will be eligible to receive targeted amounts of cash under the Plan. The amount of actual bonuses of cash will be based primarily on the achievement of objective and subjective Company performance goals and departmental performance goals and may be higher or lower than targeted amounts according to a pre-determined formula that will be applied by the Compensation Committee and the Board. Target cash bonuses for the Company’s named executive officers under the Plan for fiscal year 2011 will be 50% of each named executive officers’ base salaries, other than the Company’s Chief Executive Officer, whose target is 100% of his base annual salary. For all executive officers (excluding the Company’s Chief Executive Officer, whose bonus will be based one hundred percent (100%) on corporate performance measures), actual cash bonuses will be based on thirty percent (30%) corporate performance and seventy percent (70%) departmental performance. Each of the Company’s named executive officers (except the Company’s Chief Executive Officer) is also eligible for additional amounts of up to forty percent (40%) of such named executive officer’s targeted bonus for achievement of separate specified divisional goals and, in addition, the Company’s General Counsel is entitled to receive an award equal to approximately 50% of his base salary upon achieving specified results in connection with governmental proceedings, as well as additional specified and discretionary bonus payments depending on the outcome of specified legal proceedings (including the size of any litigation awards). For all executive officers, the Company performance component of bonuses will be based on meeting specified goals with respect to the Company’s financial performance including a service and technology revenue goal, Adjusted EBITDA* goal, an end of fiscal year 2011 cash goal, as well as subjective measure of Management’s performance in the areas of strengthening management of the Company, strategic deployment of cash, overall growth of the Company and intellectual property protection litigation management and results as assessed by the Board. In addition to those measures, the Company’s Chief Executive Officer’s bonus will also be based on the Board’s subjective assessment of Chief Executive Officer’s execution of specified aspects of the Company’s corporate and strategic development plan.

The Board and the Compensation Committee reserve the right to modify these goals, amounts and criteria at any time.

* “Adjusted EBITDA” is defined as income before interest expense, provision for income taxes and depreciation, amortization, and stock-based compensation expense.