Netgear 2008 Annual Report Download - page 111

Download and view the complete annual report

Please find page 111 of the 2008 Netgear annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 132

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132

Exhibit 10.52
NETGEAR, INC.
AMENDMENT TO OFFER LETTER
This amendment (the “ Amendment ”) is made by and between Mark Merrill (the “ Executive ”) and NETGEAR, Inc. (the “ Company ”
and together with the Executive hereinafter collectively referred to as the “ Parties ”) on December 28, 2008.
W I T N E S S E T H:
WHEREAS , the Parties previously entered into an offer letter agreement, dated December 9, 1999 (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:
“Your annual bonus will be paid no later than March 15
th
of the year following the year in which your annual bonus was earned.”
2. Good Reason . Section 6(b) of the Agreement is hereby amended and restated as follows:
“(b) For purposes of this Agreement, “Good Reason” means the occurrence of any of the following conditions:
(i) a material decrease in your base compensation; or
(ii) a material, adverse change in your authority, responsibilities or duties, as measured against your authority, responsibilities
or duties immediately prior to such change.
(iii) Notwithstanding the foregoing, for the purposes of this Agreement in no event will you have Good Reason to resign due
merely to a change in title or a change in your reporting caused by a change of control or discontinuance of any duties and
responsibilities solely related to the operation of a public company. Good Reason shall not exist unless you: (x) terminate your
employment with the Company within 90 days of the existence of the Good Reason condition, (y) give written notice to the
Company that you are terminating your employment with the Company pursuant to Good Reason under this paragraph and
(z) provide the Company with a 30 day period to cure the Good Reason condition before terminating your employment with the
Company.
”