Netgear 2012 Annual Report Download - page 110

election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the
Company); or
(iv)
The consummation of a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company
or such surviving entity or its parent outstanding immediately after such merger or consolidation.
(e)
" Code " means the Internal Revenue Code of 1986, as amended.
(f)
" Committee
" means a committee of Directors appointed by the Board in accordance with Section 4 of the
Plan.
(g)
" Common Stock " means the common stock of the Company.
(h)
" Company " means NETGEAR, Inc., a Delaware corporation.
(i)
" Consultant
" means any natural person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services to such entity.
(j)
" Director " means a member of the Board.
(k)
" Disability " means total and permanent disability as defined in Section 22(e)(3) of the Code.
(l)
" Employee
" means any person, including Officers and Directors, employed by the Company or any Parent
or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless
reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave
of absence approved by the Company is not so guaranteed, then three (3) months following the 91
st
day of such leave any
Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for
tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.
(m)
" Exchange Act " means the Securities Exchange Act of 1934, as amended.
(n)
" Fair Market Value " means, as of any date, the value of Common Stock determined as follows:
(i)
If the Common Stock is listed on any established stock exchange or a national market system, including
without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair
Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system on the day of determination, as reported in The Wall Street Journal
or such other source as the
Administrator deems reliable;
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