NETGEAR, INC. — Director's Dealing 2010

Jan 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2010-01-16

Reporting Person: FALCON MICHAEL F (SVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-16	Common Stock	M	2125	$0.00	Acquired	9258	Direct
2010-01-16	Common Stock	F	780	$22.16	Disposed	8478	Direct
2010-01-19	Common Stock	S	1996	$22.00	Disposed	6482	Direct
2010-01-19	Common Stock	M	3750	$11.41	Acquired	10232	Direct
2010-01-19	Common Stock	S	3750	$22.00	Disposed	6482	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-19	Employee Stock Option (Right to Buy)	$11.41	M	3750	Disposed	2019-01-16	Common Stock (3750)	Direct
2010-01-16	Restricted Stock Units	$	M	2125	Disposed		Common Stock (2125)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1875)	1875	Direct
Restricted Stock Units	$		Common Stock (4250)	4250	Direct
Employee Stock Option (Right to Buy)	$22.68	2016-05-23	Common Stock (9378)	9378	Direct
Restricted Stock Units	$		Common Stock (1000)	1000	Direct
Employee Stock Option (Right to Buy)	$29.23	2017-01-12	Common Stock (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$28.79	2018-01-11	Common Stock (15000)	15000	Direct

Footnotes

F1: 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.

F2: Converts to common stock on a one for one basis.

F3: 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.

F4: Not applicable.

F5: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F6: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

F7: 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.

F8: 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.

F9: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

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 1/16/2009, the vesting start date, so that all of the units will have vested on 1/16/2013.

F11: Acquired pursuant to the vesting of restricted stock units which convert to common stock on a one for one basis.

F12: The transaction reported was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 31, 2009.