Netgear 2012 Annual Report Download - page 139

than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for
delays or mistakes in the Company’
s processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the
purchase of Common Stock for each participant properly correspond with amounts withheld from the participant’
s
Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion
advisable which are consistent with the Plan.
(c)
In the event the Administrator determines that the ongoing operation of the Plan may result in
unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable,
modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:
(i)
increasing the Purchase Price for any Offering Period including an Offering Period underway at
the time of the change in Purchase Price;
(ii)
shortening any Offering Period so that the Offering Period ends on a new Exercise Date,
including an Offering Period underway at the time of the Board action; and
(iii)
allocating shares.
Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants.
21. Notices
. All notices or other communications by a participant to the Company under or in connection with
the Plan shall be deemed to have been duly given when received in the form and manner specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
22.
Conditions Upon Issuance of Shares
. Shares of Common Stock shall not be issued with respect to an option
unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be
listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require the person exercising such option to represent
and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
23. Term of Plan
. The Plan shall become effective upon the earlier to occur of its adoption by the Board of
Directors or its approval by the shareholders of the Company. It shall continue in effect until terminated under Section 20 hereof.
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