Netgear 2012 Annual Report Download - page 133

with respect to future offerings without shareholder approval if such change is announced prior to the scheduled beginning of the
first Offering Period to be affected thereafter.
5. Participation
. An Eligible Employee may become a participant in the Plan by completing a subscription
agreement authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Company’
s payroll office prior
to the applicable Offering Date.
6.
Payroll Deductions .
(a)
At the time a participant files his or her subscription agreement, he or she shall elect to have payroll
deductions made on each pay day during the Offering Period in an amount not exceeding 10% of the Compensation
which he or she receives on each pay day during the Offering Period; provided, however, that should a pay day occur on
an Exercise Date, a participant shall have the payroll deductions made on such day applied to his or her account under the
new Offering Period. A participant’
s subscription agreement shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof.
(b)
Payroll deductions for a participant shall commence on the first payday following the Offering Date
and shall end on the last payday in the Offering Period to which such authorization is applicable, unless sooner terminated
by the participant as provided in Section 10 hereof.
(c)
All payroll deductions made for a participant shall be credited to his or her account under the Plan
and shall be withheld in whole percentages only. A participant may not make any additional payments into such account.
(d)
A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof,
or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing
with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Administrator may,
in its discretion, limit the nature and/or number of participation rate changes during any Offering Period. The change in
rate shall be effective with the first full payroll period following five (5) business days after the Company’
s receipt of the
new subscription agreement unless the Company elects to process a given change in participation more quickly.
(e)
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code
and Section 3(b) hereof, a participant’
s payroll deductions may be decreased to zero percent (0%) at any time during an
Offering Period. Payroll deductions shall recommence at the rate originally elected by the participant effective as of the
beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.
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