NETGEAR, INC. — Director's Dealing 2010

May 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2010-05-23

Reporting Person: WERDANN MICHAEL A (VP, North America Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-23	Common Stock	M	1000	$0.00	Acquired	6067	Direct
2010-05-23	Common Stock	F	329	$23.90	Disposed	5738	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-23	Restricted Stock Units	$	M	1000	Disposed		Common Stock (1000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (750)	750	Direct
Restricted Stock Units	$		Common Stock (3000)	3000	Direct
Employee Stock Option (Right to Buy)	$15.35	2015-03-11	Common Stock (3750)	3750	Direct
Employee Stock Option (Right to Buy)	$14.79	2014-02-26	Common Stock (1667)	1667	Direct
Employee Stock Option (Right to Buy)	$22.68	2016-05-23	Common Stock (3230)	3230	Direct
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (5000)	5000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (15000)	15000	Direct
Restricted Stock Units	$		Common Stock (4500)	4500	Direct
Employee Stock Option (Right to Buy)	$21.10	2020-02-02	Common Stock (15000)	15000	Direct

Footnotes

F1: 100% of this option grant is exercisable on 3/11/05, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the grant date, so that all underlying shares will be free from transfer restrictions on 3/11/09.

F2: 25% of the option grant is exercisable on 2/26/2005, and 1/48 of the option grant is exercisable each month thereafter.

F3: 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.

F4: Converts to common stock on a one for one basis.

F5: Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 5/23/06, the vest start date, so that all of the units will have vested on 5/23/2010.

F6: Not applicable.

F7: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F8: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F9: Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/12/2007, the vest start date, so that all of the units will have vested on 1/12/2011.

F10: Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/11/2008, the vest start date, so that all of the units will have vested on 1/11/2012.

F11: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F12: Stock units will be paid in an equal number of shares of the Issuer's common stock upon vesting of the units. 25% of the units will cliff vest on each anniversary of 1/16/2009, the vesting start date, so that all of the units will have vested on 1/16/2013.

F13: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

F14: Acquired pursuant to the vesting of restricted stock units which convert to common stock on a one for one basis.