Netgear 2012 Annual Report Download - page 118

indebtedness of the purchaser to the Company. The repurchase option shall lapse at a rate determined by the Administrator.
(c)
Other Provisions
. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and
conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.
(d)
Rights as a Stockholder
. Once the Stock Purchase Right is exercised, the purchaser shall have the rights
equivalent to those of a stockholder, and shall be a stockholder when his or her purchase is entered upon the records of the
duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the
record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 15 of the Plan.
12.
Stock Appreciation Rights
. Each SAR grant shall be evidenced by a SAR Agreement that shall specify the
terms of the SAR, the conditions of exercise, the expiration date, and such other terms and conditions as the Administrator,
in its sole discretion, shall determine. Notwithstanding the foregoing, the rules of Sections 9(c) and 10 of the Plan also shall
apply to SARs. Upon exercise of a SAR, an Optionee shall be entitled to receive a payment from the Company (at the
discretion of the Administrator, in cash, in Shares of equivalent value, or in some combination thereof) in an amount
determined by multiplying (i) the difference between the Fair Market Value of a Share on the date of exercise over the
exercise price, by (ii) the number of Shares with respect to which the SAR is exercised.
13.
Transferability of Options, Stock Purchase Rights and Stock Appreciation Rights
. Unless determined
otherwise by the Administrator, an Option, Stock Purchase Right or Stock Appreciation Right may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option,
Stock Purchase Right or Stock Appreciation Right transferable, such Option, Stock Purchase Right or Stock Appreciation
Right shall contain such additional terms and conditions as the Administrator deems appropriate.
14.
[REDACTED]
(a)
Changes in Capitalization
. Subject to any required action by the stockholders of the Company, the number
of shares of Common Stock that have been authorized for issuance under the Plan but as to which no Options, Stock
Purchase Rights or Stock Appreciation Rights have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, Stock Purchase Right or Stock Appreciation Right, the number of Shares that may
be added annually to the Plan pursuant to Section 3(i) and the number of shares of Common Stock as well as the price per
share of Common Stock covered by each such outstanding Option, Stock Purchase Right or Stock Appreciation Right, shall
be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a
stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase
or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein,
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15. Adjustments Upon Changes in Capitalization, Dissolution or Liquidation or Change in Control
.