Netgear 2012 Annual Report Download - page 131

relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved
by the Company. Where the period of leave exceeds three (3) months and the individual’
s right to reemployment is not
guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated three (3)
months and one (1) day following the commencement of such leave.
(m)
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
(n)
“ Exercise Date ”
for Offering Periods commencing on and after August 1, 2012, shall mean
February 15 and August 15
of each year, or the immediately preceding Trading Day if February 15 or August 15 is not a
Trading Day.
(o)
“ Fair Market Value ”
shall mean, 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 Global Select Market, the Nasdaq Global Market or the Nasdaq Capital
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 date of determination, as
reported in The Wall Street Journal or such other source as the Board deems reliable;
(ii)
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are
not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on
the date of determination, as reported in The Wall Street Journal
or such other source as the Board deems reliable; or
(iii)
In the absence of an established market for the Common Stock, the Fair Market Value thereof
shall be determined in good faith by the Board.
(p)
“ Offering Date ” shall mean the first Trading Day of each Offering Period.
(q)
“ Offering Periods ”
shall mean the periods of approximately six (6) months during which an option
granted pursuant to the Plan may be exercised, and commencing on the first Trading Day on or after February 16 and
August 16 of each year and terminating on the following August 15 and February 15, or the immediately preceding
Trading Day if August 15 or February 15 is not a Trading Day; provided, however, that an Offering will commence on
August 1, 2012 and terminate on February 15, 2013 with the next Offering Period to commence on February 19, 2013.
The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan.
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