Netgear 2012 Annual Report Download - page 120

Right (or restricted stock issued pursuant to a Stock Purchase Right) or Stock Appreciation Right, for each Share of
Optioned Stock subject to the Option, Stock Purchase Right (or restricted stock issued pursuant to a Stock Purchase Right)
or Stock Appreciation Right, to be solely common stock of the successor corporation or its Parent equal in fair market value
to the per share consideration received by holders of Common Stock in the Change in Control.
16.
Date of Grant
. The date of grant of an Option, Stock Purchase Right or Stock Appreciation Right shall be, for
all purposes, the date on which the Administrator makes the determination granting such Option, Stock Purchase Right or
Stock Appreciation Right, or such other later date as is determined by the Administrator. Notice of the determination shall
be provided to each Optionee within a reasonable time after the date of such grant.
17.
Amendment and Termination of the Plan .
(a)
Amendment and Termination . The Board may at any time amend, alter, suspend or terminate the Plan.
(b)
Stockholder Approval
. The Company shall obtain stockholder approval of any Plan amendment to the
extent necessary and desirable to comply with Applicable Laws. The Company shall not effect an option or SAR repricing
or underwater option or SAR exchange with respect to Options or SARs granted under the Plan without first obtaining
stockholder approval thereof.
(c)
Effect of Amendment or Termination
. No amendment, alteration, suspension or termination of the Plan
shall impair the rights of any Optionee, unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company. Termination of the Plan shall not affect
the Administrator's ability to exercise the powers granted to it hereunder with respect to Options, Stock Purchase Rights and
Stock Appreciation Rights granted under the Plan prior to the date of such termination.
18.
Conditions Upon Issuance of Shares .
(a)
Legal Compliance
. Shares shall not be issued pursuant to the exercise of an Option, Stock Purchase Right
or Stock Appreciation Right unless the exercise of such Option, Stock Purchase Right or Stock Appreciation Right and the
issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
(b)
Investment Representations
. As a condition to the exercise of an Option, Stock Purchase Right or Stock
Appreciation Right, the Company may require the person exercising such Option, Stock Purchase Right or Stock
Appreciation Right 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.
19.
Inability to Obtain Authority
. The inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of
any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.
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