CONFIDENTIAL TREATMENT REQUEST * Portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. EXHIBIT 10.16 DISTRIBUTOR AGREEMENT BETWEEN INGRAM MICRO AND NETGEAR NETGEAR Agreement Number: N115 Effective Date: March 1, 1996 Term: 1 Year Ingram Micro, a corporation organized under the laws of the State of California, having a place of business located at 1600 E. St. Andrew Place, Santa Ana, California, USA, ("Distributor") and NETGEAR, Inc. ("NETGEAR"), a wholly owned subsidiary of Bay Networks, Inc., organized under the laws of the State of Delaware, having a place of business at 4401 Great America Parkway, Santa Clara, California, USA, agree that the following terms govern the purchase, sale, and licensing of Products (as defined below) between the parties. NOTICES: All notices given under the Agreement are to be in writing and may be sent by mail, telefax, courier service or otherwise delivered to the party to be notified at the following address, or to such other address as may have been substituted by written notice: To Distributor: To NETGEAR: 1600 E. ST. ANDREWS PL. 4401 Great America Parkway P.O. BOX 25125 P.O. Box 58185 SANTA ANA, CA 92799-5125 Santa Clara, CA 95052-8185 (???) Patricia Dutra-Gerard DISTRIBUTOR AND NETGEAR ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT TOGETHER WITH THE ATTACHED EXHIBIT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. AGREED: AGREED: Distributor NETGEAR, Inc. By: /s/ Sanat K. Dutta By: /s/ Joe Booker ---------------------- ----------------------- (authorized signature) (authorized signature) Name: Sanat K. Dutta Name: Joe Booker --------------- ---------------- (type or print) (type or print) Title: Executive vice President Title: Vice President & General Manager Commercial Business Unit Date: October 16, 1996 Date: November 5, 1996 Ingram NETGEAR Distributor Agreement 083096 1. APPOINTMENT