Netgear 2012 Annual Report Download - page 124

Option is intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code Section 422(d) it
shall be treated as a Nonstatutory Stock Option (“NSO”).
B. Exercise of Option .
(a) Right to Exercise
. This Option is exercisable during its term in accordance with the Vesting
Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise
. This Option is exercisable by delivery of an exercise notice, in the form
attached as Exhibit A (the “Exercise Notice”),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as
may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the
Optionee and delivered to the Stock Administrator
of the Company. The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the
Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price.
No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with
Applicable Laws. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred
to the Optionee on the date the Option is exercised with respect to such Exercised Shares.
C. Method of Payment .
Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of
the Optionee:
1. cash;
2.
check;
3.
consideration received by the Company under a formal cashless exercise program implemented by
the Company in connection with the Plan; or
4.
surrender of other Shares which have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares, provided that accepting such Shares, in the sole discretion of the
Administrator, will not result in any adverse accounting consequences to the Company.
D. Non-Transferability of Option .
This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Plan and this Option
Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
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