UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2009

NETGEAR, INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-50350

77-0419172

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

350 East Plumeria Drive

San Jose, CA 95134

(Address, including zip code, of principal executive offices)

(408) 907-8000

(Registrant's telephone number, including area code)

 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On September 21, 2009, NETGEAR, Inc. (the "Company") and Christine Gorjanc, the Company's Chief Financial Officer, entered into Amendment #2 (the "Amendment") to the Employment Agreement between the parties dated November 16, 2005, as amended (the "Original Agreement"). The Amendment amended Ms. Gorjanc's terms of severance. The Original Agreement provided, among other things, that if Ms. Gorjanc is terminated without cause, then (a) Ms. Gorjanc would receive severance payments at her final base salary rate until thirteen (13) weeks after the date of such termination without cause, and (b) Ms. Gorjanc would be entitled to continue to have stock options vest during the three (3) month period following the date of such termination without cause. The Amendment changes the period of time in (a) above to twenty-six (26) weeks and in (b) above to twelve (12) months.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

10.1 Amendment #2 to Employment Agreement dated September 21, 2009 between the Company and Christine Gorjanc

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NETGEAR, INC.

Dated: September 21, 2009 By: /s/ Andrew W. Kim

Andrew W. Kim

Vice President, Legal and Corporate Development

 

 

EXHIBIT INDEX

 

Exhibit Number Description

10.1 Amendment #2 to Employment Agreement dated September 21, 2009 between the Company and Christine Gorjanc

NETGEAR, INC.

AMENDMENT #2 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 September 21, 2009.

W I T N E S S E T H:

WHEREAS , the Parties previously entered into an employment agreement, dated November 16, 2005, and an Amendment to Employment Agreement, dated December 31, 2008 (together, the " Agreement "); and

WHEREAS , the Parties wish to amend the Agreement to modify the severance provisions to reflect Executive's promotion to Chief Financial Officer, 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. Severance . Section 6(a) of the Agreement is hereby amended as follows:

      1. The words "thirteen (13) weeks" shall be deleted and replaced with the words "twenty-six (26) weeks"; and

      2. The words "three month" shall be deleted and replaced with the words "twelve month".

    2. Full Force and Effect . To the extent not expressly amended hereby, the Agreement shall remain in full force and effect.

    3. Entire Agreement . This Amendment and the Agreement constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof and thereof.

    4. Successors and Assigns . This Amendment and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns, and legal representatives.

    5. Governing Law . This Amendment will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

oOo

 

IN WITNESS WHEREOF , each of the Parties has executed this Amendment, in the case of the Company by its duly authorized officer, as of the day and year set forth above.

 

COMPANY NETGEAR, INC.

By: /s/ Patrick Lo

Title: Chief Executive Officer

Date: September 18, 2009

 

EXECUTIVE By: /s/ Christine Gorjanc

Title: Chief Financial Officer

Date: September 21, 2009