Netgear 2012 Annual Report Download - page 109

NETGEAR, INC.
2003 STOCK PLAN
(as amended effective upon the 2006 annual meeting of stockholders)
1. Purposes of the Plan . The purposes of this 2003 Stock Plan are:
•
to attract and retain the best available personnel for positions of substantial
responsibility,
• to provide additional incentive to Employees, Directors and Consultants, and
• to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as
determined by the Administrator at the time of grant. Stock Purchase Rights and Stock Appreciation Rights may also be
granted under the Plan.
2.
Definitions . As used herein, the following definitions shall apply:
(a)
" Administrator
" means the Board or any of its Committees as shall be administering the Plan, in
accordance with Section 4 of the Plan.
(b)
" Applicable Laws
" means the requirements relating to the administration of stock option plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock
Purchase Rights are, or will be, granted under the Plan.
(c)
" Board " means the Board of Directors of the Company.
(d)
" Change in Control " means the occurrence of any of the following events:
(i)
Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
"beneficial owner" (as defined in Rule 13d-
3 of the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting
securities;
(ii)
The consummation of the sale or disposition by the Company of all or substantially all of the
Company's assets;
(iii)
A change in the composition of the Board occurring within a two-
year period, as a result of which
fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" means directors who either (A) are
Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an
individual whose