Netgear 2008 Annual Report Download - page 112

Download and view the complete annual report

Please find page 112 of the 2008 Netgear annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 132

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132

3. Release and Timing of Payments . Section 7 of the Agreement is hereby amended by adding the following new paragraph to the end
thereof:
“The full release of claims referred to in the preceding paragraph (the “Release”) must be effective within 60 days following the
termination of employment or such earlier period as required by the Release. To become effective, you must execute the Release and any
revocation periods (as required by statute, regulation, or otherwise) must have expired without your having revoked the Release. In
addition, no severance will be paid to you or provided until the Release actually becomes effective.”
4. Code Section 409A . Section 14 is hereby amended and replaced in its entirety with the following:
“14. Code Section 409A .
(a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) shall be payable until
you have a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the final regulations and official guidance thereunder (together, “Section 409A”). Similarly, no severance payable to
you, if any, pursuant to this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury Regulation
Section 1.409A-1(b)(9) shall be payable until you have a “separation from service” within the meaning of Section 409A.
(b) Any severance payments or benefits under this Agreement that would be considered Deferred Payments will be paid on, or,
in the case of installments, will not commence until, the 60
th
day following your separation from service, or, if later, such time as
required by Section 14(c). Any installment payments that would have been made to you during the 60 day period immediately
following your separation from service but for the preceding sentence will be paid to you on the 60
th
day following your separation
from service and the remaining payments shall be made as provided in this Agreement.
(c) Further, if you are a “specified employee” within the meaning of Section 409A at the time of your separation from service
(other than due to death), and the severance payments and benefits payable to you, if any, pursuant to the Agreement, when
considered together with any other severance payments or separation benefits, are considered deferred compensation under
Section 409A (together, the “Deferred Payments”), such Deferred Payments that are otherwise payable within the first 6 months
following your separation from service will become payable on the first payroll date that occurs on or after the date 6 months and 1
day following the date of your separation from service. All subsequent Deferred Payments, if any, will be payable in accordance with
the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if you die following
your separation from service but prior to the 6 month anniversary of your separation from service (or any later delay date), then any
payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the
date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each
payment or benefit. Each payment and benefit payable under the Agreement is intended to constitute a separate payment for purposes
of Section 1.409A
-
2(b)(2) of the Treasury Regulations.