SEPARATION AGREEMENT AND RELEASE

Exhibit 2.1

SEPARATION AGREEMENT AND RELEASE

RECITALS

This Separation Agreement and Release (the "Agreement") is by and between NETGEAR, Inc. (the "Company") and Deborah A. Williams ("Executive").

WHEREAS, Executive is employed by the Company as its Senior Vice President and Chief Marketing Officer;

WHEREAS, Executive and the Company entered into an offer letter, an employment agreement and a relocation agreement on September 5, 2006;

WHEREAS, Executive signed the Company's Employee Invention Assignment and Proprietary Information Agreement (the "Proprietary Information Agreement");

WHEREAS, the Company granted Executive restricted stock awards and stock options to purchase shares of the Company's common stock (collectively, the "Equity Awards"), subject to the terms and conditions of the Company's 2006 Long Term Incentive Plan (the "Plan") and the equity award grant agreements accompanying such Equity Awards (the Plan and equity award grant agreements, including any exhibits thereto, shall be referred to as the "Stock Agreement"); and

WHEREAS, the Parties now wish to confirm the terms of the Executive's separation from the Company and detail the mutual promises of Executive and Company in connection therewith.

NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

COVENANTS

1. 1. Transition . The Parties agree that the Executive shall continue to be employed with the Company in her current capacity during the transition period (the "Transition Period") from the Effective Date (as defined in Section 24 herein) through September 20, 2007 (the "Separation Date"). During the Transition Period, Executive shall continue to receive the same compensation, relocation and other employee benefits as she currently receives. Upon the Separation date, Executive shall effectively resign from any and all positions and titles, whether official or unofficial, that Executives holds at the Company or any of its subsidiaries.
   2. Separation Consideration . In exchange for good and valuable consideration, including but not limited to Executive's performance of certain transitional services detailed hereunder and continued employment during the Transition Period, the Executive shall receive the following separation benefits:
   3. 1. Separation Pay . The Company shall pay Executive twenty-four (24) weeks of her current base salary in the total amount of Dollars One Hundred Twenty Six Thousand Nine Hundred and Twenty Three only ( $126,923.00 ), less applicable withholdings (the "Separation Payments"). These Separation Payments will be made to Executive in installments on a semi-monthly basis in accordance with the Company's regular payroll practices. The first installment payment will be made on the first regular pay date following the Separation Date.
      2. 1. Termination of Separation Payments . Executive acknowledges and agrees that should she accept employment with any of the following of the Company's competitors in any position related to the manufacture or sale of networking products, her Separation Payments shall immediate cease: (1) Cisco Systems, Inc., including its Linksys division; (2) Dlink Systems, Inc.; (3) Microsoft Networking; (4) Allied Telesyn International; (5) Dell Computer Corporation; (6) 3Com Corporation; and (7) Hewlett Packard Company. Executive agrees that if she accepts an offer of employment from any of the above referenced companies within twenty-four (24) weeks following the Separation Date, she shall notify the Company not later than 48 hours following her acceptance of any such employment offer, whether written or oral.
      3. Stock . Executive shall continue to vest under the Stock Agreement through the date that is the three month anniversary of the Separation Date (the "Termination of Vesting Date"). Executive shall be eligible to exercise any vested options until the date that is the three month anniversary of the Termination of Vesting Date.
      4. Signing Bonus . During the period while she is receiving the Separation Payments, Executive shall also continue to receive the applicable quarterly installment of the signing bonus that she is entitled to receive pursuant to her employment offer letter. For purposes of clarification, assuming the Executive receives the Separation Payments for the entire twenty-four (24) week period, Executive will also receive an installment of Dollars Ten Thousand Six Hundred and Twenty Five only ( $10,625 ) on each of September 30, 2007 and December 31, 2007, less applicable withholdings.
      5. COBRA . Executive's health insurance benefits will cease at the end of September 2007, subject to Executive's right to continue her health insurance under COBRA. The Company shall reimburse Executive for the payments she makes for COBRA coverage during the period of time while she is receiving the Separation Payments. The Company shall make these COBRA reimbursement payments to Executive within ten (10) days following her provision to the Company of documentation substantiating her payments for COBRA coverage. Executive's participation in all other benefits and incidents of employment (including, but not limited to, vacation and paid time off) ceases on the Separation Date.
   4. Transitional Services . In exchange for good and valuable consideration, including but not limited to the payment of the Separation Payments, the Executive agrees to endeavor in good faith to undertake the following tasks during the Transition Period:

   5. (i) continue to perform Executive's day-to-day duties consistent with Executive's position within the Company, as shall reasonable be assigned to her by the Company's Chief Executive Officer and/or Board of Directors; and

      (ii) facilitate a smooth transition of Executive's duties, projects and assignments prior to the Separation Date.

   6. Confidential Information . Executive shall continue to comply with the terms and conditions of the Proprietary Information Agreement, and maintain the confidentiality of all of the Company's confidential and proprietary information. Executive shall also return to the Company all of the Company's property and confidential and proprietary information by the Separation Date.
   7. Release of Claims . Executive agrees that the consideration provided in this Agreement, when paid, represents settlement in full of all outstanding obligations owed to Executive by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, and predecessor and successor corporations and assigns (collectively the "Releasees"). Executive hereby and forever releases the Releasees from any claim, complaint, charge, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts or facts that have occurred until and including the Separation Date, including, without limitation:
   8. 1. any and all claims relating to or arising from Executive's employment with the Company, or the separation of employment contemplated herein;
      2. any and all claims relating to, or arising from, Executive's right to purchase, or actual purchase of, shares of Company stock, including, but not limited to, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
      3. any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
      4. any and all claims for violation of any federal,