Netgear 2012 Annual Report Download - page 123

Accelerated Vesting :
Notwithstanding the vesting schedule above, 100% of the Shares subject to the Option shall vest (i) upon a Change
in Control; or (ii) Optionee's termination of employment as a result of Retirement (as defined below), death or Disability.
For purposes of this Option Agreement, “Retirement”
shall mean termination of Optionee's employment with the
Company or any Parent or Subsidiary for retirement purposes if such termination occurs (1) on or after his or her sixty-
fifth
birthday; or (2) on or after his or her fifty-
fifth birthday with the written consent of the Chief Executive Officer of the
Company or, in the case of the Chief Executive Officer's retirement, with the consent of the Administrator. In no event shall
termination of a Consultant's services with the Company or any Parent or Subsidiary be treated as a Retirement under this
Option Agreement.
Termination Period :
Except as described below, this Option may be exercised for three months after Optionee ceases to be a Service
Provider. Upon Optionee's termination of employment as a result of Retirement or Disability, this Option may be exercised
for three years after Optionee ceases to be an Employee. Upon the death of a Option while employed by the Company or
any Parent or Subsidiary or after terminating by reason of Retirement or Disability, the Option shall be exercisable by not
later than the earliest of one year after the date of death or three years after the date of termination due to Retirement or
Disability. In no event shall this Option be exercised later than the Term/Expiration Date as provided above and may be
subject to earlier termination as provided in Section 15(c) of the Plan.
By your acceptance and/or exercise of this Option, you and the Company agree that this Option is granted under and
governed by the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this
Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as
binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating to the Plan and
Option Agreement. Optionee further agrees to notify the Company upon any change in his or her residence address.
A. Grant of Option .
The Plan Administrator of the Company hereby grants to the Optionee named in the Notice of Grant attached as
Part I of this Agreement (the “Optionee”) an option (the “Option”)
to purchase the number of Shares, as set forth in the
Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the
“Exercise Price”),
subject to the terms
and conditions of the Plan, which is incorporated herein by reference. Subject to Section 16(c) of the Plan, in the event of a
conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option (“ISO”),
this Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Code. However, if this
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II.
AGREEMENT