Netgear 2012 Annual Report Download - page 130

securities of the Company, or such surviving entity or its parent outstanding immediately after such merger or
consolidation; or
(iv)
A change in the composition of the Board, as a result of which fewer than a majority of the
Directors are Incumbent Directors. “Incumbent Directors”
shall mean Directors who either (A) are Directors of the
Company, as applicable, as of the date hereof, or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of those Directors whose election or nomination was not in connection with
any transaction described in subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest
relating to the election of Directors of the Company.
(d)
“ Code ” shall mean the Internal Revenue Code of 1986, as amended.
(e)
“ Code Section 423(b) Plan ”
shall mean an employee stock purchase plan which is designed to meet
the requirements set forth in Section 423(b) of the Code, as amended. The provisions of the Code Section 423(b) Plan
should be construed, administered and enforced in accordance with Section 423(b).
(f)
“ Committee ” means a committee appointed by the Board.
(g)
“ Common Stock ” shall mean the common stock of the Company.
(h)
“ Company ” shall mean NETGEAR, Inc., a Delaware corporation.
(i)
“ Compensation ”
shall mean all base straight time gross earnings, commissions, bonuses, overtime
and shift premiums, but exclusive of payments for any other compensation. The Administrator may establish, in its
discretion and on a uniform and nondiscriminatory basis, a different definition of Compensation prior to an applicable
Offering Date, which definition may vary among Participants who are participating in separate Offering Periods or the
Non-423(b) Component of the Plan.
(j)
“ Designated Subsidiary ”
shall mean any Subsidiary selected by the Administrator as eligible to
participate in the Plan.
(k)
“ Director ” shall mean a member of the Board.
(l)
“ Eligible Employee ”
shall mean any individual who is a common law employee of the Company or
any Designated Subsidiary and whose customary employment with the Company or Designated Subsidiary is at least
twenty (20) hours per week and more than five (5) months in any calendar year except for certain employees of certain
Designated Subsidiaries that are participating in the Non-
423(b) Component of the Plan that the Administrator may, from
time to time, designate as ineligible to participate in the Plan. For purposes of the Plan, the employment
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