Netgear 2012 Annual Report Download - page 116

(iv)
other Shares which, in the case of Shares acquired directly or indirectly from the Company, (A) have
been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised;
(v)
consideration received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;
(vi)
a reduction in the amount of any Company liability to the Optionee, including any liability attributable
to the Optionee's participation in any Company-sponsored deferred compensation program or arrangement;
(vii)
any combination of the foregoing methods of payment; or
(viii)
such other consideration and method of payment for the issuance of Shares to the extent permitted by
Applicable Laws.
10.
Exercise of Option .
(a)
Procedure for Exercise; Rights as a Stockholder
. Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be
suspended during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.
An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of
exercise (in accordance with the Option Agreement) from the person entitled to exercise the Option, and (ii) full payment for
the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of
payment authorized by the Administrator and permitted by the Option Agreement and the Plan. Shares issued upon exercise
of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and
his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a
duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder
shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or
cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Shares are issued, except as provided in Section 15 of the Plan.
Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
(b)
Termination of Relationship as a Service Provider
. If an Optionee ceases to be a Service Provider, other
than upon the Optionee's death or Disability, the Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is vested on the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3) months following the Optionee's termination. If, on the
date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of
the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his
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