exv10w1






Exhibit 10.1






3965 Freedom Circle

Santa Clara, CA 95054




PERSONAL & CONFIDENTIAL




October 25,
1999




Todd Gebhart




Re:    Offer of Employment




Dear Todd:




     I am pleased to offer you a position as a Director, OEM Sales reporting to me in the
Channel Sales Group. If you decide to join us your base salary will be $105,000. Your total
compensation target will be $210,000 on an annual basis. You will also receive a guarantee
to be paid against quarterly commissions. This guarantee will be paid in increments of
$8,750 for a 3-month period. Specific details on quota targets, achievement incentives, and
draw payments, will be in your Sales Incentive Plan, which you will receive after beginning
your employment



     I am pleased to inform you that I will recommend to the Board of Directors that an
option of 7,500 shares of NAI Common Stock be granted to you. This option shall be subject
to the terms of the Company’s Stock Option Plan and the standard option agreements pursuant
to the plan. You will receive information on this Plan at a later date.



     The first 90 calendar days of an employee’s employment is considered a “getting
acquainted” or “introductory”  period. The purpose of this period is to allow the supervisor
and the employee to assess whether further employment is desirable. Introductory periods
may be extended by NAI.



     If you choose to accept this offer, your employment with NAI will be voluntarily entered into
and will be for no specified period. As a result, you will be free to
resign at any time, for any reason or for no reason, as you deem appropriate. NAI will have a similar right and may conclude its
employment relationship with you at any time, with or without cause.



     For purposes of federal immigration law, you will be required to provide to NAI documentary
evidence of your identity and eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your date of hire with NAI, or our employment relationship
with you may be terminated.



     Additionally, as a condition of your employment, you will be required to sign an Employee
Inventions and Proprietary Rights Assignment Agreement, NAI’s Insider Trading Policy, its Drug Free
Workplace Policy as well as a Form W-4. This letter, along with any
agreements relating  to proprietary rights between you and NAI, set forth the terms of your employment with NAI and supersede any prior



 









 




representations or agreements, whether written or oral. This letter may not be modified
or amended except by writing signed by NAI.



In the event of any dispute or claim relating to or arising out of our employment
relationship, this agreement, or the termination of our employment relationship (including,
but not limited to, any claims of wrongful termination or age, sex, disability, race or
other discrimination), you and NAI agree that all such disputes shall be fully, finally and exclusively resolved by binding
arbitration conducted by the American
Arbitration Association in California or the state you work in, and we waive our rights
to have such disputes tried by a court or jury. However, we agree that this arbitration
provision shall not apply to any disputes or claims relating to or arising out of the
misuse or misappropriation of your or the Company’s trade secrets or proprietary
information.




      To indicate your acceptance of NAI’s offer, please call Arnoldo Avalos at (408) 346-
3167. Additionally, please sign and date this letter in the space provided below and return
it to Charmain Williams via FAX at (408) 346-5010 or US mail to NAI, 3965 Freedom Circle,
Santa Clara, CA 95054 no later than October 29, 1999. If you have any questions regarding
any of the points of this letter call Charmain Williams at 408-346-3167. If we do not
receive your new hire paperwork back to NAI by October 29, 1999, we will assume you have
decided not to join NAI. A copy of this letter is enclosed for your records. If you have
any questions regarding your benefits please contact Mary Montilla at (408) 346 – 5501.


If you do accept employment with Network Associates, it is very important that you submit
your new hire documentation within 3 days of your start date. NAI needs the following: 1)
I-9 Form, 2) W-4 Form, 3) Employment Application, 4) Emergency Contact, 5) Direct Deposit
information, and 6) An original signed offer letter to enter you into the NAI payroll.




     Todd, we look forward to working with you at Network Associates. If you have any
questions regarding any points in this letter please contact me. Welcome aboard!



Sincerely,






Chris Peterson

VP, Worldwide Distribution/OEM Channel Sales



I agreed and accept the terms of this letter and agree to keep the terms of this letter confidential.




	 	 	 	 	 	 	 
	/s/  Todd Gebhart

	 	 	 	10/27/99
	 	 
	 

	 	 	 	 	 	 
	Signature of Todd Gebhart

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	I agree to start work for (“NAI”) on:

	 	 	 	11/15/99	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Date