NETGEAR, INC. — Director's Dealing 2010

Nov 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2010-11-11

Reporting Person: GODWIN A TIMOTHY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-11	Common Stock	M	22200	$14.00	Acquired	49600	Direct
2010-11-11	Common Stock	S	22200	$31.2826	Disposed	27400	Direct
2010-11-12	Common Stock	M	2000	$14.00	Acquired	29400	Direct
2010-11-12	Common Stock	S	2000	$31.2715	Disposed	27400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-11	Director Stock Option (right to buy)	$14	M	22200	Disposed	2013-07-30	Common Stock (22200)	Direct
2010-11-12	Director Stock Option (right to buy)	$14	M	2000	Disposed	2013-07-30	Common Stock (2000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3415	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Director Stock Option (right to buy)	$18.97	2015-05-18	Common Stock (15000)	15000	Direct
Director Stock Option (right to buy)	$12.75	2014-06-16	Common Stock (15000)	15000	Direct
Director Stock Option (right to buy)	$14.75	2019-06-02	Common Stock (1800)	1800	Direct

Footnotes

F1: 100% of this option grant is exercisable on 05/18/2005, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing on the date of the Issuer's 2006 Annual Meeting of Stockholders, which was held on May 23, 2006.

F2: This stock option was granted under the NETGEAR, Inc. 2000 Option Plan on July 30, 2003. Such option becomes exercisable at a rate of 1/3rd of the option on each anniversary of the grant date.

F3: This option was granted under the NETGEAR, Inc. 2006 Long-Term Incentive Plan. The option becomes exercisable in full on the date of the Issuer's 2010 Annual Meeting of Stockholders.

F4: The sale price reported in Column 4 of Table I represents the weighted average sale price of the shares sold ranging from $31.25 to $31.39 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

F5: The sale price reported in Column 4 of Table I represents the weighted average sale price of the shares sold ranging from $31.25 to $31.34 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.