Netgear 2012 Annual Report Download - page 114

have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem
necessary or advisable;
(x)
to authorize any person to execute on behalf of the Company any instrument required to effect the grant
of an Option, Stock Purchase Right or Stock Appreciation Right previously granted by the Administrator;
(xi)
to make all other determinations deemed necessary or advisable for administering the Plan.
(c)
Effect of Administrator's Decision
. The Administrator's decisions, determinations and interpretations shall
be final and binding on all Optionees and any other holders of Options, Stock Purchase Rights or Stock Appreciation Rights.
5. Eligibility
. Nonstatutory Stock Options, Stock Purchase Rights and Stock Appreciation Rights may be granted
to Service Providers. Incentive Stock Options may be granted only to Employees.
6.
Limitations .
(a)
Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a
Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value
of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any
calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account
in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option
with respect to such Shares is granted.
(b)
Neither the Plan nor any Option, Stock Purchase Right or Stock Appreciation Right shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as a Service Provider with the Company, nor shall
they interfere in any way with the Optionee's right or the Company's right to terminate such relationship at any time, with or
without cause.
(c)
The following limitations shall apply to grants of Options:
(i)
No Service Provider shall be granted, in any fiscal year of the Company, Options to purchase more than
750,000 Shares.
(ii)
In connection with his or her initial service, a Service Provider may be granted Options to purchase up
to an additional 750,000 Shares, which shall not count against the limit set forth in subsection (i) above.
(iii)
The foregoing limitations shall be adjusted proportionately in connection with any change in the
Company's capitalization as described in Section 15.
(iv)
If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 15), the cancelled Option will be counted against the limits set forth in
subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated
as a cancellation of the Option and the grant of a new Option.
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