Netgear 2012 Annual Report Download - page 119

no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock
subject to an Option, Stock Purchase Right or Stock Appreciation Right.
(b)
Dissolution or Liquidation
. In the event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each Optionee as soon as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for an Optionee to have the right to exercise his or her Option or Stock
Appreciation Right until ten (10) days prior to such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option or Stock Appreciation Right would not otherwise be exercisable. In addition, the
Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an
Option or Stock Purchase Right shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place
at the time and in the manner contemplated. To the extent it has not been previously exercised, an Option, Stock Purchase
Right or Stock Appreciation Right will terminate immediately prior to the consummation of such proposed action.
(c)
Change in Control
. In the event of a Change in Control, each outstanding Option, Stock Purchase Right (or
restricted stock issued pursuant to a Stock Purchase Right) and Stock Appreciation Right shall be assumed or an equivalent
option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. With respect
to Options or SARs granted to an Outside Director under the Plan, such Options or SARs shall vest in full upon a Change in
Control.
In the event that the successor corporation refuses to assume or substitute for the Option, Stock
Purchase Right (or restricted stock issued pursuant to a Stock Purchase Right) or Stock Appreciation Right, the Optionee
shall fully vest in and have the right to exercise the Option, Stock Purchase Right (or restricted stock issued pursuant to a
Stock Purchase Right) or Stock Appreciation Right as to all of the Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable. If an Option, Stock Purchase Right (or restricted stock issued pursuant to a Stock
Purchase Right) or Stock Appreciation Right becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a Change in Control, the Administrator shall notify the Optionee in writing or electronically that the Option,
Stock Purchase Right or Stock Appreciation Right shall be fully vested and exercisable for a period of fifteen (15) days from
the date of such notice, and the Option, Stock Purchase Right or Stock Appreciation Right shall terminate upon the
expiration of such period, or with respect to restricted stock issued pursuant to a Stock Purchase Right, that such restricted
stock shall become 100% vested immediately prior to the Change in Control.
For the purposes of this subsection (c), the Option, Stock Purchase Right (or restricted stock issued
pursuant to a Stock Purchase Right) or Stock Appreciation Right shall be considered assumed if, following the Change in
Control, the option or right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option,
Stock Purchase Right (or restricted stock issued pursuant to a Stock Purchase Right) or Stock Appreciation Right
immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or, in the
case of a Stock Appreciation Right upon the exercise of which the Administrator determines to pay cash, the fair market
value of the consideration, received in the Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by
the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in
Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the exercise of the Option, Stock Purchase
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