Netgear 2012 Annual Report Download - page 156

(s) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.
(t) “ Commissioner ”
means the Commissioner of Competition appointed under subsection 7(1) of the Competition
Act or any person duly authorized to exercise the powers and perform the duties of the Commissioner of Competition.
(u) “ Competition Act ” means the Competition Act
(Canada), and the rules and regulations promulgated thereunder,
as amended.
(v) “ Competition Act Clearance ”
means that, with regard to the Transactions, either that (i) the Commissioner shall
have issued an advance ruling certificate pursuant to section 102 of the Competition Act, or (ii) (a) the statutory waiting period under
section 123 of the Competition Act shall have expired or have been terminated by the Commissioner, or the Commissioner shall have
waived the obligation to submit a notification pursuant to paragraph 113(c) of the Competition Act, and (b) the Commissioner shall
have issued a No-Action Letter.
(w) “ Contract ”
shall mean any contract, agreement, instrument or other legally binding commitment of any kind or
nature, including leases, licenses, mortgages, indentures, promissory notes, guarantees and purchase orders.
(x) “ Cross-License Agreement ”
shall mean the license agreement in substantially the same form and substance as
mutually agreed by the Parties as of the date hereof.
(y) “ Documentation Deliverables ”
shall mean all documentation in the possession of the Sellers as of the Closing
that is related to the Prime Transferred Technology and all Shared Technology (including the Non-
Prime Transferred Technology and
Licensed Technology).
(z) “ Employee ” shall mean any full-time or part-
time employee or independent contractor of Sellers or any of their
Subsidiaries.
(aa) “ Employee Benefit Plan ”
shall mean any employee benefit plan (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ ERISA ”),
whether or not subject to ERISA, any compensation, bonus, profit
sharing, savings, pension, retirement scheme, fund, deferral compensation, post-
retirement health or welfare benefit, stock option, stock
purchase, restricted stock, equity compensation, stock appreciation right, performance share, performance share unit, restricted share
unit, fringe benefit, tuition refund, service award, company car or car allowance, scholarship, housing or living allowances, relocation,
medical, dental, vision, life or accidental dismemberment, disability, accident, sick pay, sick leave, accrued leave, vacation, paid time
off, holiday, termination, unemployment, individual employment, consulting, incentive, commission, payroll practice, severance,
retention, change in control or other employee plan, agreement, policy or arrangement (whether written or unwritten, insured or self-
insured), and any plan subject to Sections 125, 127, 129, 137 or 423 of the Code, currently maintained, sponsored or contributed to by
Sellers, or any Affiliate of Sellers, or any other Person under common control with Sellers or any of their Affiliates within the meaning
of 414(b), (c), (m) or (o) of the Code and the regulations promulgated thereunder (an “ ERISA Affiliate ”) applicable to any Employee.
(bb) “ Employee Non-Competition Agreement ” shall mean Sellers’
noncompetition agreements, if any, applicable
to any Offered Employee.
(cc) “ Employment Offer Letters ”
shall mean those offer letters entered into by US Buyer or Canadian Buyer, or a
Subsidiary of either of the foregoing, as applicable, and the Key Employees
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