Option Grant and Exercise Terms
EXHIBIT 10.11
Prior to the relevant taxable or tax withholding event, as applicable, Optionee agrees to make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the
Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with
regard to all Tax-Related Items by withholding from proceeds of the sale of Shares acquired at exercise of the Options either
through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee's behalf pursuant to this
authorization without further consent).
The Company may withhold or account for Tax-Related Items by considering maximum applicable rates, in which
case Optionee may receive a cash refund of any over-withheld amount not remitted to tax authorities on Optionee's behalf
and will have no entitlement to the Shares equivalent.
Finally, Optionee agrees to pay to the Company or the Employer, including through withholding from Optionee's
wages or other cash compensation paid to Optionee by the Company and/or the Employer, any amount of Tax-Related Items
that the Company or the Employer may be required to withhold or account for as a result of Optionee's participation in the
Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or
the proceeds of the sale of Shares, if Optionee fails to comply with his or her obligations in connection with the Tax-Related
Items.
G.Rights as a Stockholder.
Neither you nor any person claiming under or through you shall have any of the rights or privileges of a stockholder of
the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares shall have
been issued (which may occur electronically), recorded on the records of the Company or its transfer agents or registrars, and
delivered to Optionee. After such issuance, recordation and delivery, you will have all the rights of a stockholder of the
Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.
H.Address for Notices.
Any notice to be given to the Company under the terms of this Agreement shall be addressed to the Company at
Netflix, Inc., Attention: Employee Services, 100 Winchester Circle, Los Gatos, CA 95032
([email protected]), or at such other address as the Company may hereafter designate in writing.
I.Administrator Authority.
The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules.
All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding
upon you, the Company and all other interested persons. The Administrator shall not be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or this Agreement.
J.Electronic Delivery and Acceptance.View entire presentation