McAfee, Inc. 1997 Stock Incentive Plan, as amended Stock Option Agreement

Exhibit 10.2

McAfee, Inc.
1997 Stock Incentive Plan, as amended

Stock Option Agreement

1. Grant of Option . The Company hereby grants Optionee an Option to purchase the number of shares of the Company’s common stock (“Shares”) under the McAfee, Inc. 1997 Stock Incentive Plan, as amended (the “Plan”), as set forth in the Notice of Grant (the “Notice”). The terms of this Option are set forth in the Plan, the Notice and this Stock Option Agreement including the Appendix (the “Agreement”). In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement or the Notice, the terms and conditions of the Plan shall prevail. Capitalized terms used in this Agreement without definition shall have the meanings ascribed to such terms in the Plan or the Notice as applicable.

2. Exercise of Option .

     (a)  Right to Exercise . This Option is exercisable during its term in accordance with the vesting schedule and restrictions on exercisability set forth in the Notice and the applicable provisions of the Plan and this Agreement.

     (b)  Method of Exercise .

          (i) This Option may be exercised through the Company’s designated broker. The Optionee shall specify the number of Shares being purchased, and the exercise shall be effective when the online exercise is complete or hard copy exercise notice is provided to the Company (if permitted) and the aggregate Exercise Price for the number of Shares being purchased, and any Tax-Related Items (as defined in Section 11 below), is received by the Company.

          (ii) No Shares will be issued pursuant to the exercise of an Option (and no exercise will be permitted) unless such issuance and such exercise complies with all relevant applicable provisions of law, whether foreign or domestic, and the requirements of any stock exchange or interdealer quotation system upon which the Shares may then be listed or traded.

          (iii) If this Option is being exercised by the representative of the Optionee, the representative must prove the Company’s satisfaction that he or she is entitled to do so.

3. Method of Payment .

     (a) Unless provided otherwise in the Appendix, payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee: (i) cash in U.S. dollars, (ii) check payable in U.S. dollars, (iii) irrevocable directions to a designated broker appointed by the Company to sell all or a portion of the Shares subject to the exercised Option, and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any Tax-Related Items (as defined in Section 11 below). The balance of the sale proceeds, if any, will be delivered to Optionee in cash if all Shares were directed to be sold, or in Shares if only a portion of the Shares were directed to be sold to cover the Exercise Price and Tax-Related Items (as defined in Section 11 below). Regardless of the method of payment of the Exercise Price, the exercise instructions must be received in a form approved by the Company and Optionee must provide any other documentation required by the Company at the time of exercise.

     (b) Neither the Optionee nor the Optionee’s representative shall have any rights as a shareholder with respect to any Shares subject to this Option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by completing an exercise as described in Section 2 above and paying the aggregate Exercise Price pursuant to Section 2 and Section 3(a).

4. Termination of Relationship for Any Reason except Death or Disability . In the event an Optionee’s active service as an Employee or Consultant terminates for any reason except Disability (as defined below) or death, Optionee may, to the extent this Option was vested at the Termination Date (as defined below), exercise this Option at any time during the 90-day period immediately following the Termination Date. To the extent that Optionee was

not vested in this Option at the Termination Date, or if Optionee does not exercise this Option within the time specified herein, this Option shall terminate. Notwithstanding the foregoing, in no event shall any Option be exercisable later than the Expiration Date as provided in the Notice. “Termination Date” shall be defined as the date an Optionee’s active service as an Employee or Consultant terminates, as determined by the Company in its sole discretion. For the purposes of this Agreement, the Termination Date will not be extended to include any notice period mandated under local law.

5. Termination of Relationship in Event of Death or Disability of Optionee . In the event an Optionee’s active service as an Employee or Consultant terminates as a result of his or her death or Disability, Optionee (or his or her estate or legal representative in the event of death) may, to the extent this Option was vested at the Termination Date, exercise this Option at any time during the 12-month period immediately following the Termination Date. To the extent that Optionee was not vested in this Option at the Termination Date, or if Optionee (or his or her estate or legal representative in the event of death) does not exercise this Option within the time specified herein, this Option shall terminate. Notwithstanding the foregoing, in no event shall any Option be exercisable later than the Expiration Date as provided in the Notice. For the purposes of receiving treatment under this Section 5, “Disability” shall be defined as an inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For the purposes of administering the Plan, the Company shall determine in its sole discretion whether Optionee’s active service terminated due to death or Disability.

6. Non-Transferability of Option . Unless otherwise provided in the Plan, this Option may not be transferred in any manner otherwise than by will or by the laws of descent and distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of the Notice, the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

7. Term of Option . This Option may be exercised only within the term set out in the Notice and this Agreement, and may be exercised during such term only in accordance with the terms of the Notice, the Plan and this Agreement.

8. Adjustment. The number of Shares subject to the Option shall be subject to adjustment as provided in Article 10 of the Plan.

9. Data Privacy . Optionee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Agreement by and among, as applicable, the employer (“the Employer”), the Company and any Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing his or her participation in the Plan.

Optionee understands that the Company and his or her Employer may hold certain personal information about Optionee, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any Subsidiary or Affiliate, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

Optionee understands that Data will be transferred to E*Trade Financial Services, Inc. or to any other third party assisting in the implementation, administration and management of the Plan. Optionee understands that the recipients of the Data may be located in Optionee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Optionee’s country. Optionee understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Optionee authorizes the Company, E*Trade Financial Services, Inc. and any other recipients of Data which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom Optionee may elect to deposit any Shares purchased upon exercise of the Option. Optionee understands that

Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. Optionee understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Optionee’s local human resources representative. Optionee understands that refusal or withdrawal of consent may af