NTGR 8-K
Netgear, Inc. (NTGR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Section 16 Officer Designation
On June 2, 2025, NETGEAR, Inc. (the “Company”) appointed Jonathan Oakes as the Company’s Senior Vice President of Home Networking. In this role, Mr. Oakes leads the Company’s home networking business, including hardware, software, and subscription services.
On July 22, 2025, the Company’s Board of Directors formally determined that Mr. Oakes is an “executive officer” of the Company within the meaning of Rule 16a-1(f) under the Securities Exchange Act of 1934, and therefore subject to the reporting requirements of Section 16 of that Act.
On July 15, 2025, the Company issued a press release announcing Mr. Oakes’s appointment. A copy of the press release is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Prior to joining the Company, Mr. Oakes, age 53, served as the Senior Vice President and General Manager of Devices at Axon Enterprise, Inc. (NASDQ: AXON) from January 2025 until May of 2025. Prior to Axon, Mr. Oakes served as Google, Inc.’s (NASDAQ: GOOGL) Vice President, Product and UX from January 2021 through June of 2024 after its acquisition of Fitbit, Inc. (NASDAQ: FIT) where Mr. Oakes served as the Executive Vice President of Product and Design from December 2019 to January 2021 and Vice President of Product Management from November of 2016 through November of 2019. Prior thereto, Mr. Oakes served as the Director of Product Management, Kindle Devices of Amazon Lab126, an Amazon.com, Inc. company (NASDAQ: AMZN) from March 2012 to April 2015, prior to which Mr. Oakes held various executive and other leadership roles, including at HP (NYSE: HPQ). Mr. Oakes received his Bachelor of Arts from Skidmore College and a Master of Business Administration from Harvard Business School.
There is no arrangement or understanding between Mr. Oakes and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Oakes and any of the Company’s directors or executive officers. Mr. Oakes is not a party to any transaction with the Company other than as described in this report or contemplated in the Offer Letter.
Offer Letter with Mr. Oakes
The Company entered into an Amended Confirmatory Employment Letter agreement with Mr. Oakes dated June 26, 2025 (the “Offer Letter”). Capitalized terms below in this description are defined in the Offer Letter. Under the terms of the Offer Letter, Mr. Oakes is entitled to an initial annual base salary of $500,000 and is eligible to receive a target annual cash bonus equal to 60% of his base salary earned during the year. Mr. Oakes is also eligible to participate in the benefit plans and programs established by the Company for its similarly-situated executives, subject to their respective terms and conditions, including without limitation any eligibility requirements. Mr. Oakes’s employment with the Company is subject to at-will termination by either the Company or Mr. Oakes.
Mr. Oakes also received two restricted stock unit awards (each, an “Equity Award”) under applicable Company equity incentive plans: (1) an award of time-based RSUs covering an initial grant of 62,500 Shares (the “RSU Award”); and (2) an award of performance-based RSUs covering an initial grant of 62,500 Shares (the “PSU Award”). Each Equity Award will be subject to the terms and conditions of the Company’s applicable equity plans as well as applicable award agreements between Mr. Oakes and the Company (an “Award Agreements”). Except as otherwise provided in Mr. Oakes’ Change in Control and Severance Agreement (as defined below), the Equity Awards will vest as follows:
1) One third of the RSU Award will vest on the one-year anniversary of the date vesting commences, and one-twelfth (1/12th) of the RSUs will vest each quarter for a period of 8 quarters thereafter, on the quarterly anniversary of the date vesting commences (or if there is no corresponding day, on the last day of the quarter), subject to his continued service with the Company through the applicable vesting dates; and
2) The number of shares subject to the PSU Award that become eligible to vest (the “Vesting Eligible PSUs”) will be determined based on how NETGEAR’s total shareholder return (“TSR”) compares to the TSRs of the companies in the Nasdaq Telecommunications Index (IXTC) over the multi-year performance period beginning on April 23, 2025 and ending on December 31, 2027. The Vesting Eligible PSUs, if any, will vest on the third anniversary of the PSU Award’s grant date, subject to Mr. Oakes’ continued service with NETGEAR through that date. The performance-based levels of achievement applicable to the Company’s 2025 PSU grants could allow for as much as 200% achievement for the highest level of defined performance.
The foregoing summary is qualified in its entirety by reference to the Offer Letter, a copy of which is filed as Exhibit 99.2 hereto and incorporated by reference.
Change in Control and Severance Agreement with Mr. Oakes
The Company also entered into a Change in Control and Severance Agreement (the “Severance Agreement”) with Mr. Oakes dated April 28, 2025. Capitalized terms below in this description are defined in the Severance Agreement. The Severance Agreement provides, among other things, for severance payments to Mr. Oakes under certain conditions as follows: In the event of a termination of Mr. Oakes’s employment either (i) by the Company without Cause (excluding by reason of Mr. Oakes’s death or Disability) or (ii) by Mr. Oakes for Good Reason, in either case during the period beginning one (1) month prior to a Change in Control and ending twelve (12) months following a Change in Control (the “Change in Control Period”) (a “Qualifying CIC Termination”) or otherwise outside the Change in Control Period (a “Qualifying Non-CIC Termination”), Mr. Oakes shall be entitled to severance benefits. For a Qualifying Non-CIC Termination, those severance benefits consist of: (1) a single, lump sum payment equal to twelve (12) months of Mr. Oakes’ annual base salary, less applicable withholdings; (2) up to twelve (12) months of health benefits, and (3) accelerated vesting of then-unvested equity awards that would have vested had Mr. Oakes remained employed with the Company for twelve (12) months following the date of the Qualifying Non-CIC Termination. For a Qualifying CIC Termination, those severance benefits consist of: (1) a single, lump sum payment equal to twelve (12) months of Mr. Oakes’ annual base salary, less applicable withholdings, (2) a single, lump sum payment equal to 100% of Mr. Oakes’ target annual bonus as in effect for the fiscal year in which the Qualifying CIC Termination occurs (or as in effect immediately prior to the Change in Control, if greater), less applicable withholdings, (3) up to twelve (12) months of health benefits, and (4) accelerated vesting of 100% of the then-unvested shares subject to each of Mr. Oakes’ then outstanding Company time-based equity awards, and (A) unless otherwise specified in the applicable equity award agreement governing any applicable award, each of Mr. Oakes’ then outstanding Company equity awards with performance-based vesting based on the achievement of operating or financial goals will immediately vest, with all performance goals and other vesting criteria deemed achieved at 100% of target levels. Severance is conditioned upon the execution and non-revocation of a release of claims and, in the case of a Qualifying Termination, Mr. Oakes’ (1) resignation from all officer or director positions with the Company and its subsidiaries, (2) return of all Company documents and other property, and (3) continued compliance with any confidential information agreement between himself and the Company. The Severance Agreement does not provide for any excise tax gross-ups. If merger-related payments or benefits are subject to the 20% excise tax under Section 4999 of the tax code, then Mr. Oakes will either receive all such payments and benefits subject to the excise tax or such payments and benefits will be reduced so that the excise tax does not apply, whichever approach yields the best after-tax outcome.
The foregoing description of Severance Agreement is a summary and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed herewith as Exhibit 99.3 and incorporated by reference.
Item 9.01 Exhibits.
Exhibit Number |
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Description |
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99.1 |
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99.2 |
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99.3 |
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NETGEAR Change in Control and Severance Agreement Jonathan Oakes |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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.
Dated: July 28, 2025 |
NETGEAR, INC. |
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By: |
/s/ Kirsten Daru |
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Name: |
Kirsten Daru |
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Title: |
General Counsel and Chief Privacy Officer |
Exhibit 99.1
NETGEAR Appoints Jonathan Oakes to Lead Home Networking
Seasoned product innovator and strategic leader confirms commitment to customer-focused product development and delivery
July 15, 2025 – SAN JOSE, Calif.–NETGEAR® Inc. (NASDAQ: NTGR), a global leader in intelligent networking solutions designed to power extraordinary experiences, announced the appointment of Jonathan Oakes as Senior Vice President and General Manager of Home Networking. As part of the company’s ongoing transformation, Oakes laid out the guiding principles for NETGEAR’s continued consumer product innovation.
Oakes brings over two decades of expertise in shaping breakthrough consumer products and leading with a relentless focus on user experience at some of the world’s most admired technology brands. In his new role, he will oversee NETGEAR’s home networking business, which includes hardware, software, and subscription services, and drive the next generation of reliable, secure, and intelligent connectivity for modern households.
“Jonathan is a proven leader with a strong track record of driving innovation and inspiring high-performing teams,” said CJ Prober, NETGEAR CEO. “This ability to lead and bring visionary products to market makes him the ideal head of our Home Networking business unit. As we shape the future of connectivity, his leadership will be instrumental in continuing to power extraordinary experiences for our customers. We’re thrilled to welcome him to the NETGEAR team.”
Oakes’ experience includes product leadership roles for multiple category-leading consumer electronics products. He led Product Management and User Experience for Google’s Wearables and Health group following the acquisition of Fitbit where he brought products like the Pixel Watch, Fitbit Versa and Fitbit’s Premium to market. Previously Oakes led Product Management for Amazon’s Kindle eReaders and Kindle Fire Tablets and led multiple product areas at Hewlett-Packard.
Home Networking: Pushing Beyond the Expected
Recognizing the critical role home networking plays as an essential enabler for households worldwide, Oakes will be laser focused on customer experience – not just on hardware specifications, but on what individuals want to do, experience, and achieve online. The work of his team will be grounded in four key pillars:
“I’m excited to join NETGEAR at such a pivotal moment both for the company and the industry,” said Oakes. “NETGEAR has a strong legacy of innovation in home networking, and I look forward to building on that foundation to help unleash the full potential of connectivity with intelligent solutions that delight and protect our customers around the world.”
NETGEAR, Inc.
Founded in 1996 and headquartered in the USA, NETGEAR® (NASDAQ: NTGR) is a global leader in innovative networking technologies for businesses, homes, and service providers. NETGEAR delivers a wide range of award-winning, intelligent solutions designed to unleash the full potential of connectivity and power extraordinary experiences. For businesses, NETGEAR offers reliable, easy-to-use, high-performance networking solutions, including switches, routers, access points, software, and AV over IP technologies, tailored to meet the diverse needs of small and medium enterprises. NETGEAR’s consumer products deliver advanced connectivity, powerful performance, and enhanced security features right out of the box, designed to help keep families safe online, whether at home or on the go. More information is available from the NETGEAR Press Room or by calling (408) 907-8000. Connect with NETGEAR: Facebook, Instagram and the NETGEAR blog at NETGEAR.com.
©2025 NETGEAR, Inc. NETGEAR and the NETGEAR logo are trademarks and/or registered trademarks of NETGEAR, Inc. and/or its affiliates in the United States and/or other countries. Other brand and product names are for identification purposes only and may be trademarks or registered trademarks of their respective holder(s). The information contained herein is subject to change without notice. NETGEAR shall not be liable for technical or editorial errors or omissions contained herein. All rights reserved.
Source: NETGEAR-G
Contacts
U.S. Media Contact:
Valerie Motis
[email protected]
[email protected]
U.S. Sales Inquiries: (408) 907-8000, [email protected]
Exhibit 99.2
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350 E Plumeria Dr San Jose, CA 95134
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June 26, 2025
Jonathan Oakes
Re: Confirmatory Employment Letter
Dear Jonathan,
On behalf of NETGEAR, Inc., I am pleased to offer you employment with NETGEAR, Inc. (“NETGEAR,” the “Company,” or “we”) on the terms and conditions described in this letter agreement (the “Agreement”). This offer letter supersedes and replaces any prior agreement(s) regarding your employment terms.
Each Equity Award will be granted to you only if you remain an employee of the Company through the grant date. Each Equity Award will be subject to the terms and conditions of a Plan and an award agreement between you and the Company (an “Award Agreement”). Except as otherwise provided in the Severance Agreement (as defined below), the Equity Awards will vest as follows:
RSU Award
One third of the RSU Award will vest on the one-year anniversary of the date vesting commences, and one-twelfth (1/12th) of the RSUs will vest each quarter for a period of 8 quarters thereafter, on the quarterly anniversary of the date vesting commences (or if there is no corresponding day, on the last day of the quarter), subject to your continued service with the Company through the applicable vesting dates; and
PSU Award
The PSU Award will vest based upon the level of achievement of the performance-based vesting condition set forth in the Performance Matrix below (the “Performance Goal”) during the performance period beginning on April 23, 2025 and ending on December 31, 2027 (the “Performance Period”) or Adjusted Performance Period (as defined below).
PERFORMANCE MATRIX
Performance-Based Vesting Condition. Except as provided under the “Change in Control” section below, the number of PRSUs that will become Eligible PRSUs (if any) will be determined based on how the Total Shareholder Return (“TSR”) of the Company during the Performance Period compares to the TSRs of the Indexed Companies (as defined below) during the Performance Period. The “Index” means the Nasdaq Telecommunications Index (which is represented by the symbol “IXTC”) or any successor index thereto. “Indexed Companies” means the companies that are (i) in the Index as of the beginning of the Performance Period and (ii) have not been acquired prior to the end of the Performance Period.
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Relative TSR. Except as provided under the “Change in Control” section below, the number of Eligible PRSUs (if any) will be determined based on the TSR of the Company (the “Company TSR”) during the Performance Period relative to the TSRs of the Indexed Companies (each, an “Indexed Company TSR”) during that Performance Period, determined as follows:
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The “Applicable Percentage” for the Performance Period will be determined as follows:
Percentile Rank |
Applicable Percentage* |
Below 25th percentile |
0% |
25th percentile |
50% |
50th percentile |
100% |
75th percentile or above |
200% |
* If the Company TSR ranks among the Indexed Company TSRs at a percentile that falls between the 25th and 50th percentiles or between the 50th and 75th percentiles, the Applicable Percentage will be determined based on a linear interpolation between the corresponding Applicable Percentages for those thresholds.
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All determinations regarding the Beginning Price, the Ending Price, the Company TSR, the Indexed Company TSRs, and the Applicable Percentage will be made by the Administrator in its sole discretion, and all such determinations will be final and binding on all parties.
The complete terms and conditions of each Equity Award will be set forth in the applicable Award Agreement. If there is any conflict between the general terms described above and the provisions of such Award Agreement, the Award Agreement will govern.
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The complete terms and conditions of each Equity Award will be set forth in the applicable Award Agreement. If there is any conflict between the general terms described above and the provisions of such Award Agreement, the Award Agreement will govern.
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We look forward to you joining NETGEAR. To accept this offer of employment, please sign and date this Agreement in the space provided below.
Sincerely, |
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NETGEAR, Inc. |
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/s/ Fiona Spratt |
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Fiona Spratt |
SVP, People |
Agreed to and accepted: |
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/s/ Jonathan Oakes |
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Jonathan Oakes |
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Dated: |
7/2/2025 |
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Exhibit A
SECTION 7 OF THE DEFEND TRADE SECRETS ACT OF 2016
“ … An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade that –(A) is made (i) in “confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal …. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual --(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”
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Exhibit 99.3
NETGEAR, INC.
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
This Change in Control and Severance Agreement (the “Agreement”) is made between NETGEAR, Inc. (the “Company”) and Jonathan Oakes (the “Executive”), effective as of 2nd June, 2025 (the “Effective Date”).
The Agreement provides certain protections to the Executive in connection with the involuntary termination of the Executive’s employment under the circumstances described in the Agreement.
The Company and the Executive agree as follows:
months of the Executive’s Salary (as defined below), less applicable withholdings.
the premiums for coverage under COBRA (as defined below) for the Executive and the Executive’s eligible dependents, if any, at the rates then in effect, subject to any subsequent changes in rates that are generally applicable to the Company’s active employees (the “COBRA Coverage”), until the earliest of (A) a period of twelve (12) months from the first day of the next month following the date of the Executive’s termination of employment, (B) the date upon which the Executive (and the Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which the Executive ceases to be eligible for coverage under
COBRA.
that are to vest based solely on continued service to any member of the Company Group (including, for the avoidance of doubt, awards for which performance criteria have been satisfied and servicebased vesting is the only remaining requirement to earn the award) each will immediately vest as to the number of shares subject to the equity awards that were otherwise scheduled to vest
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had the Executive remained employed with the Company twelve (12) months following the date of the Executive’s Non-CIC Qualified Termination. Any restricted stock units and similar full value awards that vest under this paragraph will be settled within ten (10) business days of the Severance Start Date (as defined below), subject to Section 5(d) of the Agreement.
withholdings) equal to 100% of the Executive’s target annual bonus as in effect for the fiscal year in which the Qualifying CIC Termination occurs or as in effect immediately prior to the Change in Control, whichever is greater.
provide COBRA Coverage until the earliest of (A) a period of twelve (12) months from the first day of the next month following the date of the Executive’s termination of employment, (B) the date upon which the Executive (and the Executive’s eligible dependents, as applicable) becomes covered under similar plans, or (C) the date upon which the Executive ceases to be eligible for coverage under COBRA.
applicable) as to 100% of the then-unvested shares subject to each of the Executive’s thenoutstanding Company equity awards. In the case of an equity award with performance-based vesting, unless otherwise specified in the applicable equity award agreement governing such award, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination
(as defined below), any unvested portion of the Executive’s then-outstanding equity awards will remain outstanding until the earlier of (x) one (1) month following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within one (1) month following the
Qualifying Termination (provided that in no event will the Executive’s stock options or similar equity awards remain outstanding beyond the equity award’s maximum term to expiration). If no Change in Control occurs within one (1) month following a Qualifying Termination, any unvested portion of the Executive’s equity awards automatically and permanently will be forfeited on the one (1) month anniversary following the date of the Qualifying Termination without having vested.
the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.
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event of a Qualifying Pre-CIC Termination, any severance payments and benefits to be provided to the Executive under Section 3(b) will be reduced by any amounts that already were provided to the Executive under Section 3(a).
payments or benefits the Executive is entitled to receive under the Agreement have been provided, the unpaid amounts will be provided to the Executive’s designated beneficiary, if living, or otherwise to the Executive’s personal representative in a single lump sum as soon as possible following the Executive’s death.
employment with the Company Group, the provisions of the Agreement are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive may otherwise be entitled, whether at law, tort or contract, or in equity. The Executive will be entitled to no benefits, compensation or other payments or rights upon termination of employment other than those benefits expressly set forth in the Agreement.
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any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive signing and not revoking the Company’s then-standard separation agreement and release of claims (which may include an agreement not to disparage any member of the Company Group, non-solicit provisions, an agreement to assist in any litigation matters, and other standard terms and conditions) (the “Release” and that requirement, the “Release Requirement”), which must become effective and irrevocable no later than the 60th day following the Executive’s Qualifying Termination (the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, the Executive will forfeit any right to severance payments or benefits under Section 3.
Sections 3(a)(i), 3(b)(i), and 3(b)(ii) will be provided on the first regularly scheduled payroll date of the Company following the date the Release becomes effective and irrevocable (the “Severance Start Date”), subject to any delay required by Section 5(d) below. Any taxable installments of any COBRA-related severance benefits that otherwise would have been made to the Executive on or before the Severance Start Date will be paid on the Severance Start Date, and any remaining installments thereafter will be provided as specified in the Agreement. Subject to any delay required by Section 5(d) below, any restricted stock units, performance shares, performance units, and/or similar full value awards that accelerate vesting under Sections 3(a)(iii) and 3(b)(iv) will be settled (x) on a date no later than ten (10) days following the date the Release becomes effective and irrevocable, or (y) if later, in the event of a Qualifying Pre-CIC Termination, on a date no later than the Change in Control.
payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive returning all documents and other property provided to the Executive by any member of the Company Group (with the exception of a copy of the Company employee handbook and personnel documents specifically relating to the Executive), developed or obtained by the Executive in connection with his employment with the Company Group, or otherwise belonging to the Company Group.
provided under the Agreement or otherwise are exempt from, or comply with, the requirements of
Section 409A of the Code and any guidance promulgated under Section 409A of the Code (collectively, “Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities in the Agreement will be interpreted in accordance with this intent. No payment or benefits to be paid to the Executive
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(including settlement of Company equity awards that constitute deferred compensation under Section 409A), if any, under the Agreement or otherwise, when considered together with any other severance payments or separation benefits that are considered deferred compensation under
Section 409A (together, the “Deferred Payments”) will be paid or otherwise provided until the Executive has a “separation from service” within the meaning of Section 409A. If, at the time of the Executive’s termination of employment, the Executive is a “specified employee” within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that the Executive will receive payment on the first payroll date that occurs on or after the date that is 6 months and 1 day following the Executive’s termination of employment. The Company reserves the right to amend the Agreement as it considers necessary or advisable, in its sole discretion and without the consent of the Executive or any other individual, to comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or to otherwise avoid income recognition under Section 409A prior to the actual payment of any benefits or imposition of any additional tax. Each payment, installment, and benefit payable under the Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2). In no event will any member of the Company Group reimburse, indemnify, or hold harmless the Executive for any taxes, penalties and interest that may be imposed, or other costs that may be incurred, as a result of Section 409A.
any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive resigning from all officer and director positions with all members of the Company Group and the Executive executing any documents the Company may require in connection with the same.
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Payment reductions. The Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under the Agreement, and the Executive will not be reimbursed, indemnified, or held harmless by any member of the Company Group for any of those payments of personal tax liability.
Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.
(A) embezzlement, (B) fraud, or (C) dishonesty in connection with the performance of the Executive’s duties and responsibilities, which in any such instance results in material loss, material damage, or material injury to the Company, (ii) the Executive’s conviction of, or plea of nolo contendere to, a felony (other than a driving offense), (iii) the Executive’s gross misconduct, or
(iv) the Executive’s continued violation of his employment duties after the Executive has received a written demand for performance from the Company which specifically sets forth the factual basis for the Company’s belief that the Executive has not substantially performed his duties. Any termination for “Cause” will require Board approval, and the Executive will be given the opportunity to appear in person before the entire Board in order to explain the Executive’s position on the allegations or claims that constitute “Cause.” The Board (excluding the Executive if the Executive is at such time a member of the Board) will make all determinations relating to termination, including without limitation any determination regarding Cause.
(c) “Change in Control” means the occurrence of any of the following events:
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meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of either (A) the thenoutstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company
Voting Securities”); excluding, however, the following: (1) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted itself was acquired directly from the Company, (2) any repurchase by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, or (4) any acquisition pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) of this Section 7(c); or
who, as of the Effective Date, constitute the Board (such Board will be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that, for purposes of this definition, any individual who becomes a member of the Board subsequent to the Effective Date, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) will be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board will not be so considered as a member of the Incumbent Board; or
sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”); excluding, however, such a Business Combination pursuant to which (A) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than fifty percent (50%) of, respectively, the outstanding shares of common stock, and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) will beneficially own, directly or indirectly, thirty percent (30%) or more of,
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respectively, the outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors except to the extent that such ownership derives from ownership of a thirty percent (30%) or more interest in the Outstanding Company Common Stock and/or Outstanding Company Voting Security that existed prior to the Business Combination, and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Business Combination; or
dissolution of the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change
in Control for purposes of determining the payment or settlement date of deferred compensation under Section 409A unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.
prior to a Change in Control and ending twelve (12) months following a Change in Control.
of 1985, as amended.
of the following events occur without the Executive’s consent:
duties as an employee of the Company by more than fifty (50) miles; or
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responsibilities or duties, as measured against the Executive’s authority, responsibilities or duties immediately prior to such change.
For “Good Reason” to be established, the Executive must provide written notice to
the Chief Executive Officer and the Company within thirty (30) days immediately following such alleged events, the Company must fail to materially remedy such event within thirty (30) days after receipt of such notice, and the Executive’s resignation must be effective not later than ninety (90) days from the occurrence of the alleged triggering event, and must not be effective until after the expiration of the notice and cure periods described above.
employment either (i) by a Company Group member without Cause (excluding by reason of the Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).
that occurs prior to the date of the Change in Control.
prior to the Executive’s Qualifying Termination (or if the termination is due to a resignation for Good Reason based on a material reduction in base salary, then the Executive’s annual base salary in effect immediately prior to the reduction) or, if the Executive’s Qualifying Termination is a Qualifying CIC Termination and the amount is greater, at the level in effect immediately prior to the Change in Control.
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the Agreement will be in writing and will be effectively given (i) upon actual delivery to the party to be notified, (ii) upon transmission by email, (iii) 24 hours after confirmed facsimile transmission, (iv) 1 business day after deposit with a recognized overnight courier, or (v) 3 business days after deposit with the U.S. Postal Service by first class certified or registered mail, return receipt requested, postage prepaid, addressed (A) if to the Executive, at the address the Executive will have most recently furnished to the Company in writing, (B) if to the Company, at the following address:
NETGEAR, Inc.
350 E. Plumeria Dr.
San Jose, CA 95134
Attention: General Counsel
amount of any payment contemplated by the Agreement, nor will any payment be reduced by any earnings that the Executive may receive from any other source.
waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by an authorized officer of the Company (other than the Executive) and by the Executive. No waiver by either party of any breach of, or of compliance with, any condition or provision of the Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time.
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convenient reference only and do not form a part of the Agreement.
parties and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter of the Agreement, including, for the avoidance of doubt, any other employment letter or agreement, severance policy or program, or equity award agreement.
of California without regard to California’s conflicts of law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under the Agreement, Employee hereby expressly consents to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against the Executive by the Company.
under the Agreement (including the Company and any employee, officer, director, stockholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Executive’s employment with the Company Group, will be subject to arbitration in accordance with the provisions of the Mutual Arbitration Agreement.
provisions of the Agreement will not affect the validity or enforceability of any other provision of the Agreement, which will remain in full force and effect.
less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local, and/or foreign taxes required to be withheld from the payments or benefits and make any other required payroll deductions. No member of the Company Group will pay the Executive’s taxes arising from or relating to any payments or benefits under the Agreement.
which will be deemed an original, but all of which together will constitute one and the same instrument.
[Signature page follows.]
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