AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment (the “ Amendment ”) is made by and between Christine Gorjanc (the “ Executive ”) and NETGEAR, Inc.
(the “ Company ” and together with the Executive hereinafter collectively referred to as the “ Parties ”) on December 31, 2008.
W I T N E S S E T H:
WHEREAS , the Parties previously entered into an employment agreement, dated November 16, 2005 (the “ Agreement ”);
WHEREAS , the Parties wish to amend the Agreement, and bring certain terms into documentary compliance with
Section 409A of the Internal Revenue Code and the final regulations and other official guidance thereunder (“ Section 409A ”)
so as to avoid the imposition of any additional tax under Section 409A, as set forth below.
NOW, THEREFORE , for good and valuable consideration, Executive and the Company agree that the Agreement is
hereby amended as follows:
1. Bonus . Section 3(b) of the Agreement is hereby amended to add the following new sentence to the end thereof:
“Executive’s annual bonus will be paid no later than March 15 th of the year following the year in which Executive’s
annual bonus was earned.”
2. Release and Timing of Payments . Section 6 of the Agreement in hereby amended to add a new sub-section
(b) thereunder as follows:
“(b) Timing of Release . The receipt of any severance benefits pursuant to Section 2(a) will be subject to Executive
signing and not revoking a standard release of claims agreement (the “ Release ”), and provided that such Release is
effective within 60 days following the termination of employment or such earlier period as required by the Release. To
become effective, the Release must be executed by the Executive and any revocation periods (as required by statute,
regulation, or otherwise) must have expired without the Executive having revoked the Release. In addition, no severance
will be paid or provided until the Release actually becomes effective.”
3. Code Section 409A . A new Section 21 is hereby added