NETGEAR, INC. — Director's Dealing 2010

Jan 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NETGEAR, INC (NTGR)
CIK: 0001122904
Period of Report: 2009-05-23

Reporting Person: FALCON MICHAEL F (SVP, Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-05-23	Common Stock	M	1000	$0.00	Acquired	5247	Direct
2009-05-23	Common Stock	F	358	$13.39	Disposed	4889	Direct
2010-01-11	Common Stock	M	2125	$0.00	Acquired	7014	Direct
2010-01-11	Common Stock	F	935	$23.08	Disposed	6079	Direct
2010-01-12	Common Stock	M	1875	$0.00	Acquired	7954	Direct
2010-01-12	Common Stock	F	821	$22.53	Disposed	7133	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-12	Restricted Stock Units	$	M	1875	Disposed		Common Stock (1875)	Direct
2010-01-11	Restricted Stock Units	$	M	2125	Disposed		Common Stock (2125)	Direct
2009-05-23	Restricted Stock Units	$	M	1000	Disposed		Common Stock (1000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$16.53	2014-02-09	Common Stock (209)	0	Direct
Employee Stock Option (Right to Buy)	$22.68	2016-05-23	Common Stock (9378)	9378	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
Employee Stock Option (Right to Buy)	$11.41	2019-01-16	Common Stock (15000)	15000	Direct
Restricted Stock Units	$		Common Stock (8500)	8500	Direct

Footnotes

F1: This stock option was granted under the NETGEAR, Inc. 2003 Option Plan on February 9, 2004. Such option becomes exercisable at a rate of 1/4th of the option on February 9, 2005 and 1/48th of the shares on each one month anniversary thereafter.

F2: 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter.

F3: Converts to common stock on a one for one basis.

F4: 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.

F5: Not applicable.

F6: 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter.

F7: 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter.

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 1/12/2007, the vest start date, so that all of the units will have vested on 1/12/2011.

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 1/11/2008, the vest start date, so that all of the units will have vested on 1/11/2012.

F10: 25% of the option grant is exercisable on 1/16/2010, and 1/48 of the option grant is exercisable each month thereafter.

F11: 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.

F12: Acquired pursuant to the vesting of restricted stock units which convert to common stock on a one for one basis.