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NETGEAR, INC. Director's Dealing 2010

May 25, 2010

32299_dirs_2010-05-25_61b38eca-5225-4cfe-999d-ff772cc0343f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FALCON MICHAEL F (SVP, Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-05-23 Common Stock M 1000 $0.00 Acquired 6422 Direct
2010-05-23 Common Stock F 367 $23.90 Disposed 6055 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 (1875) 1875 Direct
Restricted Stock Units $ Common Stock (4250) 4250 Direct
Employee Stock Option (Right to Buy) $22.68 2016-05-23 Common Stock (4847) 4847 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 (312) 10001 Direct
Restricted Stock Units $ Common Stock (6375) 6375 Direct
Employee Stock Option (Right to Buy) $21.10 2020-02-02 Common Stock (20000) 20000 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: 25% of the option grant is exercisable on 2/2/2011, and 1/48 of the option grant is exercisable each month thereafter.

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