Netgear 2012 Annual Report Download - page 112

Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the
Notice of Grant.
(dd)
" Rule 16b-3 " means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-
3, as in effect when
discretion is being exercised with respect to the Plan.
(ee)
" SAR Agreement
" means an agreement between the Company and an Optionee evidencing the terms and
conditions of an individual SAR grant. The SAR Agreement is subject to the terms and conditions of the Plan and the Notice
of Grant.
(ff)
" Stock Appreciation Right " or " SAR
" means an award that pursuant to Section 12 is designated as a
SAR.
(gg)
" Section 16(b) " means Section 16(b) of the Exchange Act.
(hh)
" Service Provider " means an Employee, Director or Consultant.
(ii)
" Share " means a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan.
(jj)
" Stock Purchase Right
" means the right to purchase Common Stock pursuant to Section 11 of the Plan,
as evidenced by a Notice of Grant.
(kk)
" Subsidiary
" means a "subsidiary corporation", whether now or hereafter existing, as defined in
Section 424(f) of the Code.
3.
Stock Subject to the Plan
. Subject to the provisions of Section 15 of the Plan, the maximum aggregate number
of Shares that may be optioned and sold under the Plan is 750,000 Shares plus (a) any Shares which have been reserved but
not issued under the Company's 2000 Stock Option Plan (the "2000 Plan") as of the date of stockholder approval of this Plan
and (b) any Shares returned to the 2000 Plan as a result of termination of options or repurchase of Shares issued under the
2000 Plan. The shares may be authorized, but unissued, or reacquired shares of our common stock.
If an Option, Stock Purchase Right or Stock Appreciation Right expires or becomes unexercisable without
having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated); provided
, however, that Shares that have actually been issued under the
Plan, whether upon exercise of an Option or right, shall not be returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original
purchase price, such Shares shall become available for future grant under the Plan.
4.
Administration of the Plan .
(a)
Procedure .
(i)
Multiple Administrative Bodies
. Different Committees with respect to different groups of Service
Providers may administer the Plan.
(ii)
Section 162(m)
. To the extent that the Administrator determines it to be desirable to qualify Options
granted hereunder as "performance-based compensation" within the meaning of
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