Severability Contract Clauses (27,855)

Severability. In the event any provision or portion of this Agreement is held by any court of competent jurisdiction to be invalid or unenforceable, such holding shall not affect the remainder hereof, and the remaining provisions shall continue in full force and effect at the same extent as would have been the case had such invalid or unenforceable provision or portion never been a part hereof.

Severability. The invalidity or unenforceability of any provisions of this Amendment pursuant to any applicable law shall not affect the validity of the remaining provisions hereof, but this Amendment shall be construed as if not containing the provision held invalid or unenforceable in the jurisdiction in which so held, and the remaining provisions of this Amendment shall remain in full force and effect. If the Amendment may not be effectively construed as if not containing the provision held invalid or unen...forceable, then the provision contained herein that is held invalid or unenforceable shall be reformed so that it meets such requirements as to make it valid or enforceable. View More

Severability. The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.18. Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further inst...ruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement. EX-10.08 5 exhibit1008-formofnoti.htm EXHIBIT 10.08 Exhibit Exhibit 10.08TIVO CORPORATION2008 EQUITY INCENTIVE PLANNOTICE OF RESTRICTED STOCK AWARDTiVo Corporation (the "Company") hereby grants you, Name (the "Participant"), a Restricted Stock Award under the TiVo Corporation 2008 Equity Incentive Plan, as amended (the "Plan"). The date of this Notice of Restricted Stock Award ("Notice") is Month Day, Year. Subject to the provisions of this Notice, the Restricted Stock Award Agreement (the "Agreement") and of the Plan, the features of this Restricted Stock Award are as follows:Number of Shares of Stock: XX,XXXVesting Commencement Date: Month Day, YearVesting of Restricted Stock Award: The Restricted Stock Award shall be subject to a one-year vesting schedule, with one-hundred percent (100%) of the shares of Stock vesting on the first anniversary of the Vesting Commencement Date, subject to Participant's Continuous Service (as defined in Section 5 of the Agreement) through the applicable vesting date.Unless otherwise defined herein or in the Agreement, capitalized terms herein or in the Agreement will have the defined meanings ascribed to them in the Plan.The Company and Participant agree that the Restricted Stock Award described in this Notice is governed by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of this Notice and the Agreement, represents that the Participant has read and is familiar with the provisions in this Notice and the attached Agreement, and hereby accepts the Restricted Stock Award subject to all of the terms and conditions set forth in this Notice and the attached Agreement.TiVo CorporationAccepted by:By: PARTICIPANT/s/ Connie PugliaName: Title: Chief Human Resources OfficerSignature: Address:2160 Gold StreetDate: San Jose, CA 95002 ATTACHMENTS: Restricted Stock Award AgreementTiVo Corporation 2008 Equity Incentive Plan TIVO CORPORATION2008 EQUITY INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTTHE RESTRICTED STOCK AWARD IS SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE INCLUDED IN THIS AGREEMENT. A COPY OF THE PLAN IS ATTACHED TO THIS AGREEMENT AND SHOULD BE READ CAREFULLY. View More

Severability. The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.18. Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further inst...ruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement. EX-10.09 6 exhibit1009-formofnoti.htm EXHIBIT 10.09 Exhibit Exhibit 10.09TIVO CORPORATION2008 EQUITY INCENTIVE PLANNOTICE OF RESTRICTED STOCK AWARDTiVo Corporation (the "Company") hereby grants you, Name (the "Participant"), a Restricted Stock Award under the TiVo Corporation 2008 Equity Incentive Plan, as amended (the "Plan"). The date of this Notice of Restricted Stock Award ("Notice") is Month Day, Year. Subject to the provisions of this Notice, the Restricted Stock Award Agreement (the "Agreement") and of the Plan, the features of this Restricted Stock Award are as follows:Number of Shares of Stock: X,XXXVesting Commencement Date: Month Day, YearVesting of Restricted Stock Award: The Restricted Stock Award shall vest in full on the Vesting Commencement Date.Unless otherwise defined herein or in the Agreement, capitalized terms herein or in the Agreement will have the defined meanings ascribed to them in the Plan.The Company and Participant agree that the Restricted Stock Award described in this Notice is governed by the provisions of the Agreement attached to and made a part of this document. The Participant acknowledges receipt of this Notice and the Agreement, represents that the Participant has read and is familiar with the provisions in this Notice and the attached Agreement, and hereby accepts the Restricted Stock Award subject to all of the terms and conditions set forth in this Notice and the attached Agreement.TiVo CorporationAccepted by:By: PARTICIPANT/s/ Connie PugliaName: Title: Chief Human Resources OfficerSignature: Address:2160 Gold StreetDate: San Jose, CA 95002 ATTACHMENTS: Restricted Stock Award AgreementTiVo Corporation 2008 Equity Incentive Plan TIVO CORPORATION2008 EQUITY INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTTHE RESTRICTED STOCK AWARD IS SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE INCLUDED IN THIS AGREEMENT. A COPY OF THE PLAN IS ATTACHED TO THIS AGREEMENT AND SHOULD BE READ CAREFULLY. View More

Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 6 14. Further Assurances. Each of the parties hereto shall execute and deliver such further instruments and do such further acts and things as may be required to... carry out the intent and purpose of this Agreement. View More

Severability. Whenever possible, each provision of this Plan will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Plan is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Plan will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal o...r unenforceable provision had never been contained herein. View More

Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction will not affect the validity, legality, or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality, or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder will be enforceable to the fullest extent permitted by law.

Severability. To the extent permitted by applicable law, the Parties agree that any term or provision (or part thereof) of this Agreement that renders such term or provision (or part thereof) or any other term or provision hereof (or part thereof) invalid or unenforceable in any respect shall be modified to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such modification shall be accomplished in the manner that most nearly preserves the benefit o...f the Parties' bargain hereunder. 7 12. Withholding of Taxes and Other Employee Deductions. The Company may withhold from any payments made pursuant to Section 2 hereof all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling. View More

Severability. If any paragraph, term or provision of this Agreement shall be held or determined to be unenforceable, the balance of this Agreement shall nevertheless continue in full force and effect unaffected by such holding or determination.

Severability. Each provision of this Article EIGHTH is intended to be severable from every other provision. If any one or more of the provisions contained in this Article EIGHTH is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of any other provision of this Article EIGHTH shall not be affected, and this Article EIGHTH shall be construed as if the provisions held to be invalid, illegal or unenforceable had never been contained herein.