exv10w32






Exhibit 710.32.01




McAfee, Inc.

Stock Option Agreement




NAME



Pursuant to the terms and conditions of the Company’s NAME OF OPTION PLAN (the “Plan”), OPTIONEE
(the “Optionee”) has been granted a nonstatutory stock option to purchase XX,XXX shares (the
“Option”) of stock as outlined below. In general, the latest date this option will expire is
MM/DD/YY (the “Expiration Date”). However, as provided in the Plan, this option may expire earlier
than the Expiration Date.




			
	 	 	 
	Grant Date:MM/DD/YY
	 	Option Price per Share: US     $XX.XX
	Options Granted:      XX,XXX	 	 






Vesting Schedule




	 	 	 
	Number of Shares to vest	 	Vesting Date
	XX,XXX
	 	MM/DD/YY






25% of the Shares subject to the Option shall vest on the Vesting Date, and 1/48th of the Shares

subject to the Option shall vest each month thereafter.




	 	 	 
	Upon one of the following events:	 	Your stock option will expire after:
	Termination of Service (except as shown below)

	 	90 Days
	 
	 	 
	Termination of Service due to Retirement

	 	90 Days
	 
	 	 
	Termination of Service due to Disability

	 	12 months
	 
	 	 
	Termination of Service due to Death

	 	12 months





Should the Optionee cease service with the Company for any reason prior to vesting in one or more
Shares subject to this Option, then the Option will be immediately cancelled with respect to those
unvested Shares, and the Optionee shall thereupon cease to have any right or entitlement to receive
any such cancelled portion of the Option. By your signature and the signature of the Company’s
representative below, you and the Company agree that this Option is granted under and governed by
the terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and
this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Option Agreement and fully understands all provisions of the Plan and
Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan and Option
Agreement.




McAfee, Inc.




[NAME]

[TITLE]




	 	 	 	 	 
	 

	 	 

OPTIONEE
	 	 






 









 





McAfee, Inc.

Stock Option Agreement





	1.	 	Grant of Option. The Plan Administrator of the Company hereby grants to the
Optionee named in the Stock Option Notification (the “Notice”) attached as Part I of this
Agreement (the “Optionee”) an option (the “Option”) to purchase the number of Shares, as
set forth in the Notice, at the option price per share set forth in the Notice (the “Option
Price”), subject to the terms and conditions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the terms and conditions of the Plan and the
terms and conditions of the Notice, the terms and conditions of the Plan shall prevail.
	 
	2.	 	Exercise of Option.






	 	(a)	 	Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice and the applicable
provisions of the Plan and this Notice.
	 
	 	(b)	 	Method of Exercise. This Option is exercisable by delivery of an
exercise notice which shall state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the “Exercised Shares”), and
such other representations and agreements as may be required by the Company pursuant
to the provisions of the Plan. The exercise notice shall be completed by the Optionee
and delivered to Stock Administration. The exercise notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall
be deemed to be exercised upon receipt by the Company of such fully executed exercise
notice accompanied by such aggregate Option Price. If an exercise notice is not
completed, Stock Administration will execute the exercises on a FIFO basis according
to grant date. No shares shall be issued pursuant to the exercise of the Option unless
such issuance and exercise complies with Applicable Laws. Assuming such compliance,
for income tax purposes and Exercised Shares shall be considered transferred to the
Optionee on the date the Option is exercised with respect to such Exercised Shares.






	3.	 	Method of Payment. Payment of the aggregate Option Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:






	 	(a)	 	cash;
	 
	 	(b)	 	check;
	 
	 	(c)	 	consideration received by the Company under a cashless exercise program
implemented by the company in connection with the Plan; or surrender of other Shares
which (i) in the case of Shares acquired upon exercise of an option, have been owned
by the Optionee for more than six (6) months on the date of surrender, and (ii) have a
Fair Market Value on the date of surrender equal to the aggregate Option Price of the
Exercised Shares.






	4.	 	Non-Transferability of Option. 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 Plan and this Notice shall be
binding upon the executors, administrators, heirs, successors and assigns of the Optionee.
	 
	5.	 	Term of Option. This Option may be exercised only within the term set out in the
Notice, and may be exercised during such term only in accordance with the Plan and the terms
of this Notice.
	 
	6.	 	Tax Consequences. Some of the federal tax consequences relating to this Option, as
of the date of this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND
THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.






	 	(a)	 	Exercising the Option. The Optionee may incur regular federal income
tax liability upon exercise of an NSO. The optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair





 









 





McAfee, Inc.

Stock Option Agreement





	 	 	 	Market Value of the Exercised Shares on the date of exercise over their aggregate
Option Price. If the Optionee is an Employee or a former Employee, the Company
will be required to withhold from his or her compensation or collection from
Optionee and pay to the applicable taxing authorities an amount in cash equal to a
percentage of this compensation income at the time of exercise, and may refuse to
honor the exercise and refuse to deliver Shares if such withholding amounts are not
delivered at the time of exercise.
	 
	 	(b)	 	Disposition of Shares. If the Optionee holds NSO shares for at least
one year, and gain realized on disposition of the Shares will be treated as long-term
capital gain for federal income tax purposes.






	7.	 	Entire Agreement: Governing Law. The Plan is incorporated herein by reference. The
Plan and this Notice constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws, but not the choice of
law rules, of California.