Netgear 2012 Annual Report Download - page 113

Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the
meaning of Section 162(m) of the Code.
(iii)
Rule 16b-3 . To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-
3, the
transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.
(iv)
Other Administration
. Other than as provided above, the Plan shall be administered by (A) the Board
or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.
(b)
Powers of the Administrator
. Subject to the provisions of the Plan, and in the case of a Committee, subject
to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:
(i) to determine the Fair Market Value;
(ii)
to select the Service Providers to whom Options, Stock Purchase Rights and Stock Appreciation Rights
may be granted hereunder;
(iii)
to determine the number of shares of Common Stock to be covered by each Option, Stock Purchase
Right and Stock Appreciation Right granted hereunder;
(iv)
to approve forms of agreement for use under the Plan;
(v)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option, Stock
Purchase Right or Stock Appreciation Right granted hereunder. Such terms and conditions include, but are not limited to,
the exercise price, the time or times when Options, Stock Purchase Rights and Stock Appreciation Rights may be exercised
(which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option, Stock Purchase Right or Stock Appreciation Right or the shares of Common
Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;
(vi)
to construe and interpret the terms of the Plan and awards granted pursuant to the Plan;
(vii)
to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and
regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;
(viii)
to modify or amend each Option, Stock Purchase Right or Stock Appreciation Right (subject to
Section 17(c) of the Plan), including the discretionary authority to extend the post-
termination exercisability period of
Options longer than is otherwise provided for in the Plan;
(ix)
to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold
from the Shares to be issued upon exercise of an Option, Stock Purchase Right or Stock Appreciation Right that number of
Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections
by an Optionee to
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