exv10w18






Exhibit 10.18




February 1, 2008




Dear David:




     We refer you to our letter agreement dated February 23, 2007 concerning the terms of your
employment with McAfee, Inc. (the “Company”) as its President and Chief Executive Officer (the
“Offer Letter Agreement”). As we’ve discussed, certain provisions of our agreement were stated
incorrectly in the Offer Letter Agreement and as a result, the purpose of this letter is to amend
the terms of the Offer Letter Agreement. Unless expressly stated herein, the terms of the Offer
Letter Agreement remain in effect.



          The paragraph of the Offer Letter Agreement relating to the terms of the Second Stock Unit
Grant is deleted in its entirety and replaced as follows:





By February 14, 2008, the Company will grant you an additional 125,000 stock units (the
“Second Stock Unit Grant”). The Second Stock Unit Grant will vest as follows: (i) one-third
of the stock units will be fully vested upon grant (based upon your achievement of
performance measures established for a period ending on December 31, 2007), but will not be
settled until two business days following the date on which the Company files with the
Securities and Exchange Commission (the “SEC”) its annual report on Form 10-K for the year
ending December 31, 2007 but in no event after March 15, 2009; (ii) one-third of the stock
units will vest based upon the Company’s performance from January 1, 2008 through December
31, 2008 and will be settled two business days following the date on which the Company
files with the SEC its annual report on Form 10-K for the year ending December 31, 2008;
and, (iii) one-third of the stock units will vest based upon the Company’s performance from
January 1, 2009 through December 31, 2009 and will be settled two business days following
the date on which the Company files with the SEC its annual report on Form 10-K for the
year ending December 31, 2009. In no event will the tranches vesting for 2008 and 2009
service be paid after March 15, 2009 or March 15, 2010 respectively.




All vesting described in sections (ii) and (iii) will be subject to your continued service
through December 31, 2008 and December 31, 2009 respectively, and subject, in each case, to
the Company meeting specific qualitative and quantitative pro forma earnings per share and
other milestones, with the specific pro forma earnings per share and other milestones to be
determined by the Compensation Committee of the Board, following consultation with you,
within the period required to qualify such grant as performance-based compensation under
Internal Revenue Code Section 162(m), to the extent available. Such pre-established,
objective performance milestones may include, among other criteria, specific standards
relating to the correlation between partial milestone achievement and partial vesting,
cumulative milestone achievement and possible catch up vesting and acceleration of vesting
if certain milestones are exceeded. To the extent the Second Stock Unit Grant does not
vest, it shall be forfeited. The Second Stock Unit Grant will be contingent on your
executing the Company’s standard stock unit agreement and will be subject to the terms and
conditions of the Plan.



          If you are in agreement that the foregoing reflects our understanding regarding the terms of
the Second Stock Unit Grant, please sign this letter in the space provided below.




 









 








	 	 	 
	 

	 	Sincerely,
	 
	 	 
	 

	 	/s/ Denis O’Leary
	 
	 	 
	 

	 	Denis O’Leary
	 

	 	Chairman of the Compensation
	 

	 	Committee







	 	 	I have read and accept the above:





	 	 	 	 	 
	/s/ David DeWalt
 

David DeWalt

	 	2/5/08
 

	 	 
	 
	Signature

	 	Date Signed