Netgear 2012 Annual Report Download - page 117

or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.
(c)
Disability of Optionee
. If an Optionee ceases to be a Service Provider as a result of the Optionee's
Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement
to the extent 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 twelve (12) 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 or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(d)
Death of Optionee
. If an Optionee dies while a Service Provider, the Option may be exercised following
the Optionee's death within such period of time as is specified in the Option Agreement to the extent that the Option is
vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option
as set forth in the Option Agreement), by the Optionee's designated beneficiary, provided such beneficiary has been
designated prior to Optionee's death in a form acceptable to the Administrator. If no such beneficiary has been designated by
the Optionee, then such Option may be exercised by the personal representative of the Optionee's estate or by the person(s)
to whom the Option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution.
In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months
following Optionee's death. If, at the time of death, Optionee is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time
specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. Notwithstanding
anything in the Plan to the contrary, an Optionee's service shall be deemed to have terminated as a result of Optionee's death
if Optionee dies at any time prior to the expiration of the time period specified in the Option Agreement or, if no time period
is specified in the Option Agreement, at any time prior to the expiration of three (3) months following the date on which
Optionee ceased to be a Service Provider.
11.
Stock Purchase Rights .
(a)
Rights to Purchase
. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan. All Stock Purchase Rights must have a
purchase price of not less than the Fair Market Value of the Shares. After the Administrator determines that it will offer
Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically, by means of a Notice of Grant,
of the terms, conditions and restrictions related to the offer, including the number of Shares that the offeree shall be entitled
to purchase, the price to be paid, and the time within which the offeree must accept such offer. The offer shall be accepted
by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator.
(b)
Repurchase Option
. Unless the Administrator determines otherwise, the Restricted Stock Purchase
Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the
purchaser's service with the Company for any reason (including death or Disability). The purchase price for Shares
repurchased pursuant to the Restricted Stock Purchase Agreement shall be the original price paid by the purchaser and may
be paid by cancellation of any
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