Netgear 2012 Annual Report Download - page 134

(f) At the time the option is exercised, in whole or in part, or at the time some or all of the Company’
s
Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company’
s
federal, state, or other tax liability payable to any authority, national insurance, social security or other tax withholding
obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the
Company or the employing Designated Subsidiary, as applicable, may, but shall not be obligated to, withhold from the
participant’
s compensation the amount necessary for the Company to meet applicable withholding obligations, including
any withholding required to make available to the Company or the employing Designated Subsidiary, as applicable, any
tax deductions or benefits attributable to sale or early disposition of Common Stock by the Eligible Employee.
7.
Grant of Option
. On the Offering Date of each Offering Period, each Eligible Employee participating in such
Offering Period shall be granted an option to purchase on each Exercise Date during such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Company’s Common Stock determined by dividing such Eligible Employee’
s
payroll deductions accumulated prior to such Exercise Date and retained in the participant’
s account as of the Exercise Date by the
applicable Purchase Price; provided that in no event shall an Eligible Employee be permitted to purchase during each Offering
Period more than 10,000 shares of the Company’
s Common Stock (subject to any adjustment pursuant to Section 19), and provided
further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 13 hereof. The Eligible Employee may
accept the grant of such option by turning in a completed Subscription Agreement (attached hereto as Exhibit A
) to the Company
on or prior to an Offering Date. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion,
the maximum number of shares of the Company’
s Common Stock an Eligible Employee may purchase during each Offering
Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section
10 hereof. The option shall expire on the last day of the Offering Period.
8.
Exercise of Option .
(a)
Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her option for
the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares
subject to the option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll
deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a
participant’s account which are not sufficient to purchase a full share shall be retained in the participant’
s account for the
subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other
funds left over in a participant’s account after the Exercise Date shall be returned to the participant. During a participant’
s
lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her.
(b)
If the Administrator determines that, on a given Exercise Date, the number of shares with respect to
which options are to be exercised may exceed (i) the number of shares of
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