Netgear 2012 Annual Report Download - page 129

NETGEAR, INC.
2003 EMPLOYEE STOCK PURCHASE PLAN
(amended March 23, 2012)
The following constitute the provisions of the Employee Stock Purchase Plan of NETGEAR, Inc.
1. Purpose
. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries
with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an “Employee Stock Purchase Plan”
under Section 423 of the Code, although the Company
makes no undertaking or representation to maintain such qualification. In addition, this Plan document authorizes the grant of
options under a non-423(b) Plan (“Non-423(b) Component”)
which do not qualify under Section 423(b) of the Code. The
provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a uniform and nondiscriminatory
basis consistent with the requirements of Section 423 unless the offering is made under the Non-423(b) Component of the Plan.
2. Definitions .
(a)
“ Administrator ”
shall mean the Board or any Committee designated by the Board to administer the
Plan pursuant to Section 14.
(b)
“ Board ” shall mean the Board of Directors of the Company.
(c)
“ Change of Control ” shall mean the occurrence of any of the following events:
(i)
Any “person” (
as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes
the “beneficial owner” (as defined in Rule 13d-
3 of the Exchange Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the total voting power represented by the Company’
s then
outstanding voting securities;
(ii)
The consummation of the sale or disposition by the Company of all or substantially all of the
Company’s assets;
(iii)
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