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Exhibit 10.50
NETGEAR, INC.
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 ”); and
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 with the following:
“21. Code Section 409A .
(a) Notwithstanding anything to the contrary in this Agreement, no Deferred Payments (as defined below) shall be payable until
Executive has a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended
(the “ Code ”) and the final regulations and official guidance thereunder (together, “ Section 409A ”). Similarly, no severance
payable to Executive, if any, pursuant to this Agreement that would otherwise be exempt from Section 409A pursuant to Treasury
Regulation Section 1.409A-1(b)(9) shall be payable until Executive has a “separation from service” within the meaning of
Section 409A.