-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUbm6zZmjAPPpBa2HVEAlB15bR/9/Fqar59Ua1xVTdyMR7PePD2o1S/oswnWffF8 Lb07+l+KdaFCNQ6nGNDfYA== 0001181431-08-056904.txt : 20081010 0001181431-08-056904.hdr.sgml : 20081010 20081010134236 ACCESSION NUMBER: 0001181431-08-056904 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081008 FILED AS OF DATE: 20081010 DATE AS OF CHANGE: 20081010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LO PATRICK CS CENTRAL INDEX KEY: 0001257008 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 081117850 BUSINESS ADDRESS: STREET 1: NETGEAR INC STREET 2: 4500 GREATER AMERICAN PARKWAY CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089078000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NETGEAR, INC CENTRAL INDEX KEY: 0001122904 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 770419172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 350 EAST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089078000 MAIL ADDRESS: STREET 1: 350 EAST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: NETGEAR INC DATE OF NAME CHANGE: 20000828 4 1 rrd220806.xml PATRICK LO X0303 4 2008-10-08 0 0001122904 NETGEAR, INC NTGR 0001257008 LO PATRICK CS NETGEAR, INC. 350 E. PLUMERIA DR. SAN JOSE CA 95134 1 1 0 0 Chairman and CEO Common Stock 2008-10-08 4 G 0 7821 0 D 23585 I See footnote Common Stock 2008-10-08 4 G 0 7821 0 A 243962 I See footnote Common Stock 16236 I See footnote Common Stock 14496 D Employee Stock Option (Right to Buy) 15.35 2015-03-11 Common Stock 94100 94100 D Employee Stock Option (Right to Buy) 22.68 2016-05-23 Common Stock 100000 100000 D Restricted Stock Units Common Stock 6000 6000 D Employee Stock Option (Right to Buy) 4.51 2010-04-03 Common Stock 198073 198073 D Employee Stock Option (Right to Buy) 29.23 2017-01-12 Common Stock 100000 100000 D Restricted Stock Units Common Stock 15000 15000 D Employee Stock Option (Right to Buy) 28.79 2018-01-11 Common Stock 100000 100000 D Restricted Stock Units Common Stock 20000 20000 D The shares are held by the Patrick C.S. Lo Grantor Retained Annuity Trust. The shares are held by the Patrick and Emily Lo Revocable Trust dated 4-7-99. The shares are held by the education trust of Mr. Lo's children, of which Mr. Lo is a co-trustee. 25% of the option grant is exercisable on 4/3/2001, and 1/48 of the option grant is exercisable each month thereafter. 100% of this option grant is exercisable on 3/11/05, the grant date. Shares underlying the option are restricted from transfer, with the restriction lapsing with respect to 25% of the shares on each subsequent anniversary of the grant date, so that all underlying shares will be free from transfer restrictions on 3/11/09. 25% of the option grant is exercisable on 5/23/2007, and 1/48 of the option grant is exercisable each month thereafter. Converts to common stock on a one for one basis. 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. Not applicable. 25% of the option grant is exercisable on 1/12/2008, and 1/48 of the option grant is exercisable each month thereafter. 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. 25% of the option grant is exercisable on 1/11/2009, and 1/48 of the option grant is exercisable each month thereafter. 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. Exhibit List Exhibit 24.1 - Power of Attorney /s/ Andrew W. Kim, Attorney in Fact 2008-10-10 EX-24.1 2 rrd197666_222866.htm rrd197666_222866.html 

												Exhibit 24.1

POWER OF ATTORNEY


       Know all by these presents, that the undersigned hereby constitutes and appoints each of Albert Liu
and Andrew Kim, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) 	prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the
U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or
director of NETGEAR, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the
undersigned may be required to file in connection with the undersigned's ownership, acquisition,
or disposition of securities of the Company;

(3)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely
file such form or report with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and

(4) 	take any other action of any type, whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such attorney-
in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th
day of July, 2008.



								/s/ Patrick C.S. Lo
									Patrick C.S. Lo
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