Netgear 2012 Annual Report Download - page 137

dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such
other person as the Company may designate.
(c)
All beneficiary designations shall be in such form and manner as the Administrator may designate
from time to time.
16.
Transferability . Neither payroll deductions credited to a participant’
s account nor any rights with regard to
the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any
way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an
election to withdraw funds from an Offering Period in accordance with Section 10 hereof.
17.
Use of Funds
. All payroll deductions received or held by the Company under the Plan may be used by the
Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions. Until shares are
issued, participants shall only have the rights of an unsecured creditor.
18.
Reports
. Individual accounts shall be maintained for each participant in the Plan. Statements of account
shall be given to participating Eligible Employees at least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.
(a)
Changes in Capitalization
. Subject to any required action by the shareholders of the Company, the
maximum number of shares of the Company’
s Common Stock which shall be made available for sale under the Plan, the
maximum number of shares each participant may purchase each Offering Period (pursuant to Section 7), as well as the
price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been
exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or
any other change in the number of shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.”
Such adjustment shall be made by the Administrator, whose determination in
that respect shall be final, binding and conclusive. Except as expressly provided herein, 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.
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19.
Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or Change of Control
.