Netgear 2012 Annual Report Download - page 111

(ii)
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not
reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices
for the Common Stock on the day of determination, as reported in The Wall Street Journal
or such other source as the
Administrator deems reliable; or
(iii)
In the absence of an established market for the Common Stock, the Fair Market Value shall be
determined in good faith by the Administrator.
(o)
" Incentive Stock Option
" means an Option intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code and the regulations promulgated thereunder.
(p)
" Inside Director " means a Director who is an Employee.
(q)
" Nonstatutory Stock Option " means an Option not intended to qualify as an Incentive Stock Option.
(r)
" Notice of Grant
" means a written or electronic notice evidencing certain terms and conditions of an
individual Option or Stock Purchase Right grant. The Notice of Grant is part of the Option Agreement.
(s)
" Officer
" means a person who is an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder.
(t)
" Option " means a stock option granted pursuant to the Plan.
(u)
" Option Agreement
" means an agreement between the Company and an Optionee evidencing the terms
and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.
(v)
" Optioned Stock
" means the Common Stock subject to an Option, Stock Purchase Right, or Stock
Appreciation Right.
(w)
" Optionee
" means the holder of an outstanding Option, Stock Purchase Right or Stock Appreciation
Right granted under the Plan.
(x)
" Outside Director " means a Director who is not an Employee.
(y)
" Parent
" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of
the Code.
(z)
" Plan " means this 2003 Stock Plan.
(aa)
" Qualifying Board Retirement
" means an Outside Director's termination from the Board, including
pursuant to the Outside Director's death or Disability,
if such termination follows (i) five full years of Board service and
attainment of age 62 or greater, or (ii) ten full years of Board service.
(bb)
" Restricted Stock
" means shares of Common Stock acquired pursuant to a grant of Stock Purchase
Rights under Section 11 of the Plan.
(cc)
" Restricted Stock Purchase Agreement
" means a written agreement between the Company and the
Optionee evidencing the terms and restrictions applying to stock purchased under a
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