TiVo Corporation (NASDAQ:TIVO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

TiVo Corporation (NASDAQ:TIVO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensation Arrangements of Certain Officers

Executive Retention Plan

To provide continuity of key members of the management team and address the elevated risk of executive retention associated with the ongoing strategic alternatives process being undertaken by the management team and Board of Directors (“Board”) of TiVo Corporation (“TiVo” or the “Company”), the Compensation Committee (“Committee”) of the Board of TiVo approved an Executive Retention Plan (the “Plan”) for certain Company executives as designated by the Committee (“Participants”), including one of the Company’s named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission): Pamela Sergeeff, Executive Vice President and General Counsel.

Under the terms of the Plan, a Participant may earn a cash payment (subject to applicable withholding taxes) (the “Retention Award”), as set under the Plan, if such Participant remains employed by the Company on December 31, 2019; provided that if the Participant is terminated by the Company without “Cause” (as defined below) or the Participant resigns for “Good Reason” (as defined below) before May 9, 2019, and the Participant has remained actively employed in good standing through such Participant’s termination date, such Participant shall, subject to the conditions described below, be paid 66% of such Participant’s Retention Award; and if the Participant is terminated by the Company without “Cause” or the Participant resigns for “Good Reason” after May 9, 2019, such Participant shall, subject to the conditions described below, be paid all of such Participant’s Retention Award. If a Participant (a) voluntarily resigns from the Company without “Good Reason”, or (b) is terminated by the Company for “Cause”, or (c) is terminated by the Company for poor performance (as reasonably determined by the Company’s Board of Directors), or (d) dies or becomes disabled, in each case prior to December 31, 2019, no Retention Award will be paid to such Participant.

For purposes of the Plan, “Cause” and “Good Reason” shall have the same meanings as given to them in the Form of Executive Severance and Arbitration Agreement filed as Exhibit 10.22 to the TiVo Corporation Form 10-K for the year ended December 31, 2017.

A Participant’s right to receive benefits under the Plan is conditioned, among other things, on the Participant executing an effective release of claims against the Company following termination of employment.

Ms. Sergeeff is eligible to receive up to $375,000 subject to the terms of the Plan.

ITEM 9.01Financial Statements and Exhibits

The following exhibit is furnished with this report on Form 8-K:


TiVo Corp Exhibit
EX-10.1 2 ex101-executiveretentionpl.htm EXHIBIT 10.1 Exhibit Exhibit 10.1                        May 9,…
To view the full exhibit click here

About TiVo Corporation (NASDAQ:TIVO)

TiVo Corporation, formerly Titan Technologies Corporation, is a holding company. The Company’s subsidiaries include Rovi Corporation and TiVo Inc. The Company, through TiVo Inc., is engaged in providing video technology software services and cloud-based software-as-a-service solutions. TiVo Inc.’s software and cloud-based services provide an approach for navigating content chaos by combining live, recorded, Video on Demand (VOD) content into an intuitive user interface with universal search, discovery, viewing and recording, and creating a unified viewing experience. The Company, through Rovi Corporation, provides a set of content discovery solutions that are embedded in its customers’ products and services to connect consumers with entertainment, including device embedded and cloud-based interactive program guides (IPGs), natural language conversational voice and text search and recommendation services, among others.

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