Severability Contract Clauses (27,855)

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-10.05 3 ex1005-noticeofrestricteds.htm EXHIBIT 10.05 Exhibit Exhibit 10.05ROVI CORPORATION2008 EQUITY INCENTIVE PLANNOTICE OF RESTRICTED STOCK AWARDRovi Corporation, (the "Company") hereby grants you, [employee name ] (the "Participant"), a Restricted Stock Award under the 2008 Equity Incentive Plan, as amended (the "Plan"). The date of this Notice of Restricted Stock Award ("Notice") is [grant date].. 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: (shares)Vesting Commencement Date: (grant date)Vesting of Restricted Stock Award: The Restricted Stock Award will vest over a four-year period according to the following schedule: Twenty-five percent (25%) of the Restricted Stock Award shall vest on each 12-month anniversary of the Vesting Commencement Date, subject to Participant continuing to be an employee, consultant, director or independent contractor of the Company or one of its Subsidiaries 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. Rovi Corporation Accepted by:PARTICIPANT By: /s/ Thomas CarsonName:____________________________Title: President and CEO Signature:__________________________Address: 2830 De La Cruz Blvd Date:Santa Clara, CaliforniaAddress:ATTACHMENT: Restricted Stock Award AgreementROVI CORPORATION2008 EQUITY INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE NOTICE, THE RESTRICTED STOCK AWARD IS SUBJECT TO AND MAY BE EXECUTED ONLY IN ACCORDANCE WITH THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. THE TERMS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS IN THIS AGREEMENT AND THE PLAN, THE PROVISIONS IN THE PLAN SHALL GOVERN. 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-10.06 4 ex1006-noticeofrestricteds.htm EXHIBIT 10.06 Exhibit Exhibit 10.06ROVI CORPORATION2008 EQUITY INCENTIVE PLANNOTICE OF RESTRICTED STOCK AWARDRovi Corporation, (the "Company") hereby grants you, [Name] (the "Participant"), a Restricted Stock Award under the 2008 Equity Incentive Plan, as amended (the "Plan"). The date of this Notice of Restricted Stock Award ("Notice") is [Grant Date]. 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: [#shares]Vesting Commencement Date: [Grant Date]Vesting 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 vesting on the first anniversary of the grant date, subject to Participant continuing to be an employee, consultant, director or independent contractor of the Company or one of its Subsidiaries 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. Rovi Corporation Accepted by:PARTICIPANT By: /s/ Thomas CarsonName:____________________________Title: President and CEO Signature:__________________________Address: 2830 De La Cruz Blvd Santa Clara, California Date: ATTACHMENT: Restricted Stock Award AgreementROVI CORPORATION2008 EQUITY INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE NOTICE, THE RESTRICTED STOCK AWARD IS SUBJECT TO AND MAY BE EXECUTED ONLY IN ACCORDANCE WITH THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. THE TERMS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS IN THIS AGREEMENT AND THE PLAN, THE PROVISIONS IN THE PLAN SHALL GOVERN. 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-10.07 5 ex1007-noticeofrestricteds.htm EXHIBIT 10.07 Exhibit Exhibit 10.07ROVI CORPORATION2008 EQUITY INCENTIVE PLANNOTICE OF RESTRICTED STOCK AWARDRovi Corporation, (the "Company") hereby grants you, [Name] (the "Participant"), a Restricted Stock Award under the 2008 Equity Incentive Plan, as amended (the "Plan"). The date of this Notice of Restricted Stock Award ("Notice") is [Grant Date]. 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: [#shares]Vesting Commencement Date: [Grant Date]Vesting of Restricted Stock Award: The Restricted Stock Award shall be subject to a three-year vesting schedule, with one-third (1/3) of the shares vesting on each of the first, second and third anniversary of the grant date, subject to Participant continuing to be an employee, consultant, director or independent contractor of the Company or one of its Subsidiaries 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. Rovi Corporation Accepted by:PARTICIPANT By: /s/ Thomas Carson Name: __________________________Title: President and CEO Signature:____________________________ Address: 2830 De La Cruz Blvd Date: Santa Clara, California ATTACHMENT: Restricted Stock Award AgreementROVI CORPORATION2008 EQUITY INCENTIVE PLANRESTRICTED STOCK AWARD AGREEMENTEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE NOTICE, THE RESTRICTED STOCK AWARD IS SUBJECT TO AND MAY BE EXECUTED ONLY IN ACCORDANCE WITH THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. THE TERMS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS IN THIS AGREEMENT AND THE PLAN, THE PROVISIONS IN THE PLAN SHALL GOVERN. 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.17. 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.18. Compliance with Section 409A of the Code. This award is intended to comply with the "short-term deferral" rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and if you are a "Specified Employee" (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a "separate payment" for purposes of Treasury Regulation Section 1.409A-2(b)(2). EX-10.08 6 ex1008-noticeofrestricteds.htm EXHIBIT 10.08 Exhibit Exhibit 10.08ROVI CORPORATION2008 EQUITY INCENTIVE PLANNOTICE OF RESTRICTED STOCK UNIT GRANTRovi Corporation, (the "Company") hereby grants you, [employee name ] (the "Participant"), Restricted Stock Units under the 2008 Equity Incentive Plan, as amended (the "Plan"). The date of this Notice of Restricted Stock Unit Grant ("Notice") is [grant date]. Subject to the provisions of this Notice, the Restricted Stock Unit Grant Agreement (the "Agreement") and of the Plan, the features of the Restricted Stock Units are as follows:Number of Shares: [shares]Vesting Commencement Date: [grant date]Vesting of Restricted Stock Units: The Restricted Stock Units will vest over a four-year period according to the following schedule: Twenty-five percent (25%) of the Restricted Stock Units shall vest on each 12-month anniversary of the Vesting Commencement Date, subject to Participant continuing to be an employee, consultant, director or independent contractor of the Company or one of its Subsidiaries through the applicable vesting date.Issuance Schedule: Subject to any adjustment as set forth in the Plan or Section 12 of the Agreement, one share of Common Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 5 of the Agreement.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 Units described in this Notice are 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 Unit Grant subject to all of the terms and conditions set forth in this Notice and the attached Agreement. Rovi Corporation Accepted by:PARTICIPANT By: /s/ Thomas Carson Name:____________________________Title: President and CEO Signature:__________________________Address: 2830 De La Cruz Blvd Date:Santa Clara, California Address:ATTACHMENT: Restricted Stock Unit Grant AgreementROVI CORPORATION2008 EQUITY INCENTIVE PLANRESTRICTED STOCK UNIT GRANT AGREEMENTEXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE NOTICE, THE RESTRICTED STOCK UNITS ARE SUBJECT TO AND MAY BE EXECUTED ONLY IN ACCORDANCE WITH THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. THE TERMS OF THE PLAN ARE INCORPORATED HEREIN BY REFERENCE. IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS IN THIS AGREEMENT AND THE PLAN, THE PROVISIONS IN THE PLAN SHALL GOVERN. View More

Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice or disturb the validity of the remainder of this Agreement, which shall remain in full force and effect, enforceable in accordance with its terms.

Severability. It is intended that each provision of this Plan shall be viewed as separate and divisible, and in the event that any provision hereof shall be held to be invalid or unenforceable, the remaining provisions shall continue to be in full force and effect.

Severability. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. Any provision held to be invalid or unenforceable shall be reformed to the extent necessary to make it valid and enforceable. 7 13. GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive law...s of the State of North Carolina, without giving effect to the principles of conflict of laws of such state or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of North Carolina. By entering into this Agreement, the Executive acknowledges that he is subject to the jurisdiction of both the federal and state courts in the State of North Carolina. Any actions or proceedings instituted under this Agreement shall be brought and tried solely in courts located in the Wake County, North Carolina, or in the federal court having jurisdiction in Raleigh, North Carolina. The Executive expressly waives his rights to have any such actions or proceedings brought or tried elsewhere. View More

Severability. If, for any reason, any provision of this Agreement is held invalid, illegal or unenforceable such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement not held so invalid, illegal or unenforceable, and each such other provision shall, to the full extent consistent with law, continue in full force and effect. In addition, if any provision of this Agreement shall be held invalid, illegal or unenforceable in part, such invalidity, illegality or unenforc...eability shall in no way affect the rest of such provision not held so invalid, illegal or unenforceable and the rest of such provision, together with all other provisions of this Agreement, shall, to the full extent consistent with law, continue in full force and effect. If any provision or part thereof shall be held invalid, illegal or unenforceable, to the fullest extent permitted by law, a provision or part thereof shall be substituted therefor that is valid, legal and enforceable. View More

Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect. 13 9. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Colorado. Any dispute regarding, relating to or arising under this Agreement or the facts giving rise to the Agreement shall be litig...ated in Colorado, and Executive expressly agrees to the personal and subject matter jurisdiction of the state and federal courts in Colorado. View More

Severability. Each provision of this agreement is severable and distinct from, and independent of, every other provision hereof. If one provision hereof is declared void, the remaining provisions shall remain in effect. Any provision of this agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unen...forceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. View More