NETGEAR, INC. EMPLOYMENT AGREEMENT

Exhibit 10.32

NETGEAR, INC .

EMPLOYMENT AGREEMENT

            This Agreement is entered into as of November 16, 2005 , (the " Effective Date ") by and between NETGEAR, Inc. (the " Company "), and Christine Gorjanc (" Executive ").

1. 1. Duties and Scope of Employment .
   2. 1. Positions and Duties . As of the Effective Date, Executive will serve as Vice President of Finance of the Company. Executive will render such business and professional services in the performance of her duties, consistent with Executive's position within the Company, as shall reasonably be assigned to her by the Company's Chief Financial Officer and/or Board of Directors (the " Board "). The period of Executive's employment under this Agreement is referred to herein as the " Employment Term ."
      2. Obligations . During the Employment Term, Executive will perform her duties faithfully and to the best of her ability and will devote her full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board.
   3. At-Will Employment . The parties agree that Executive's employment with the Company will be "at-will" employment and may be terminated at any time with or without cause or notice. Executive understands and agrees that neither her job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of her employment with the Company.

3.          Compensation .

1. 2. 1. Base Salary . During the Employment Term, the Company will pay Executive as compensation for her services a base salary at the annualized rate of ( Two Hundred and Twenty Five Thousand ) (the " Base Salary "). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be subject to the usual, required withholding. Executive's salary will be reviewed by the Company from time to time (but no more frequently than annually), and may be subject to adjustment based upon various factors including, but not limited to, Executive's performance and the Company's profitability. Any adjustment to Executive's salary shall be in the sole discretion of the Company.
      2. MBO Bonus . Executive will be eligible to receive an annual target bonus of up to Forty percent (40%) per year based upon the Company's achievement of various financial and/or other goals established by the Board. All MBO bonuses will be subject to applicable withholding and taxes.

Stock Option . Following Executive's written acceptance of these terms and subject to the approval of the Board, Executive will be granted an option, subject to the Board's approval, to purchase 50,000 (Fifty Thousand) shares of the Company's common stock under the Company's stock option plan at an exercise price as approved by the Board (the " Option "). The Option shall be subject to the following key terms: (i) the Option shall immediately be fully-vested in its entirety and exercisable in whole or in part upon the vesting start date; and (ii) shares acquired on exercise of this Option may not be sold, assigned, pledged or otherwise transferred during the Restricted Period. The Restricted Period shall be the period beginning on the vesting start date and ending on the dates indicated below with respect to the percentage of shares specified in the following schedule:

The Option will also be subject to the additional terms, definitions and provisions of the Company's 2003 Stock Plan (the " Option Plan ") and the stock option agreement by and between Executive and the Company (the " Option Agreement "), both of which documents are incorporated herein by reference.

4.          Employee Benefits . During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company's group medical, dental, vision, and disability plans. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. 1. Expenses . The Company will reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the furtherance of or in connection with the performance of Executive's duties hereunder, in accordance with the Company's expense reimbursement policy as in effect from time to time.
   2. Severance .
   3. 1. 1. Involuntary Termination . If Executive's employment with the Company terminates other than voluntarily or for "Cause" (as defined in Paragraph 9 of this Agreement), and Executive signs and does not revoke a standard release of claims with the Company, then, Executive shall be entitled to receive severance payments at Executive's final base salary rate, less applicable withholding, until thirteen (13 ) weeks after the date of termination without Cause. Severance payments will be made in accordance with the Company's normal payroll procedures. During the period in which Executive is receiving severance payments, Company will reimburse Executive and his family for COBRA premiums, assuming Executive remains eligible during the entire Severance Period. In addition, if Executive's employment terminates other than voluntarily or for "Cause" (as defined herein), Executive will be entitled to continue to have stock options vest during the three month period immediately following the date of such termination.
   4. Voluntary Termination; Termination for Cause . If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).
   5. Change of Control/Good Reason .

(a)         If within one year following any Change of Control (as defined below) Executive's employment is terminated without Cause or voluntarily by Executive for Good Reason, Executive will receive two years acceleration of any unvested portion of the Option.

(b)         For purposes of this Agreement, a " Change of Control " of the Company shall be deemed to have occurred if at any time after the Effective Date:

                        (i)          any "person" (as such term is used to Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company and other than Nortel Networks Corporation and its affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the company or (B) the combined voting power of the Company's then-outstanding securities entitled to vote generally in the election of directors; or

                        (ii)         the Company (A) is party to a merger, consolidation or exchange of securities which results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue to hold at least 50% of the co