Netgear 2012 Annual Report Download - page 138

(b) Dissolution or Liquidation
. In the event of the proposed dissolution or liquidation of the Company,
the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”),
and
shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided
otherwise by the Administrator. The New Exercise Date shall be before the date of the Company’
s proposed dissolution
or liquidation. The Administrator shall notify each participant in writing, at least ten (10) business days prior to the New
Exercise Date, that the Exercise Date for the participant’
s option has been changed to the New Exercise Date and that the
participant’
s option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant
has withdrawn from the Offering Period as provided in Section 10 hereof.
(c)
Change of Control
. In the event of a Change of Control, each outstanding option shall be assumed
or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or substitute for the option, any Offering Periods then in
progress shall be shortened by setting a New Exercise Date and any Offering Periods then in progress shall end on the
New Exercise Date. The New Exercise Date shall occur before the date of the Company’
s proposed Change of Control.
The Administrator shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date,
that the Exercise Date for the participant’s option has been changed to the New Exercise Date and that the participant’
s
option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn
from the Offering Period as provided in Section 10 hereof.
(a)
The Administrator may at any time and for any reason terminate, amend or suspend the Plan. Except
as otherwise provided in the Plan, no such termination can affect options previously granted, provided that an Offering
Period may be terminated by the Administrator on any Exercise Date if the Administrator determines that the termination
of the Offering Period or the Plan is in the best interests of the Company and its shareholders. Except as provided in
Section 19 and this Section 20 hereof, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any
successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain
shareholder approval in such a manner and to such a degree as required.
(b)
Without shareholder consent and without regard to whether any participant rights may be considered
to have been “adversely affected,”
the Administrator shall be entitled to change the Offering Periods, limit the frequency
and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to
amounts withheld in a currency other
- 10-
20.
Amendment or Termination
.