FIRST AMENDMENT
TO
CHRISTOPHER BOLIN EMPLOYMENT AGREEMENT
THIS AMENDMENT,
dated May 21, 2005, is made and entered into by and between McAfee,
Inc., a Delaware corporation (formerly Networks Associates, Inc.)
(the “Company”) and Christopher Bolin, an individual
(the “Executive”).
WHEREAS, on or
about October 1, 2004, Company and Executive entered an
Employment Agreement (the “Agreement”); and
WHEREAS, the
parties desire to amend the Agreement in certain
respects.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as
follows:
1.
Definitions. Unless otherwise provided herein, capitalized
terms used herein shall have the same meaning as provided in the
Agreement.
2.
Modifications. The parties hereby amend the Original
Agreement as follows:
(a)
Section 4, Compensation, is amended as
follows:
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(i)
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Section 4(b) is amended to read
in its entirety as follows:
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Bonuses. Executive shall be eligible to earn
a target bonus (the “ Target Bonus ”) according
to the terms and conditions of the executive incentive bonus
program (as the same may be amended by the Board of Directors of
the Company from time to time) with respect to a Target Bonus
measuring period The phrase “Target Bonus measuring
period” shall mean three months if the executive incentive
bonus program provides for quarterly bonuses for Executive and
twelve months if the executive incentive bonus program provides for
annual bonuses or a combination of annual and more frequent
bonuses.
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(ii)
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Section 4(c)(i) is amended to
read in its entirety as follows:
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Termination For Any
Reason. Notwithstanding Executive’s
entitlement to severance benefits under certain circumstances
discussed below in this Section 4 (c). upon
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termination of Executive’s
employment for any reason, the Company shall pay Executive all Base
Salary and accrued but unpaid vacation earned through the date of
termination, reimburse Executive for all necessary and reasonable
expenses incurred in accordance with Company policy and continue
Executive’s benefits under the Company’s then-existing
benefit plans and policies for so long as required by applicable
law. In addition, the Company shall also pay Executive a portion of
the Target Bonus derived by multiplying Executive’s Base
Salary by the then-current Target Bonus percentage (60% for 2005,
payable annually) and multiplying the result by the quotient of
(A) the number of days in the Target Bonus measuring period
through the date of termination, divided by (B) the number of days
in the Target Bonus measuring period. At the Company’s sole
election and if allowed by law, in lieu of providing benefits under
the Company’s then-existing benefit plans and policies for so
long as required, the Company may pay Executive within thirty
(30) days of Executive’s termination of employment with
the Company a cash lump sum equal to the pre-tax cost to the
Company of providing such benefits.
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(iii)
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Section 4(c)(ii) is amended to
read in its entirety as follows:
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Termination Due to Total Disability.
Death, Resignation for Good Reason and Involuntary Termination
Other Than for Cause . If (A) Executive dies,
(B) Executive resigns his/her employment with the Company due
to a Total Disabil
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