exv10w25






Exhibit 10.25




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”).



WITNESSETH:




     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:




	 	(i)	 	Section 4(b) is amended to read in its entirety as follows:
	 
	 	 	 	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.






	 	(ii)	 	Section 4(c)(i) is amended to read in its entirety as follows:
	 
	 	 	 	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.
	 
	 	(iii)	 	Section 4(c)(ii) is amended to read in its entirety as follows:
	 
	 	 	 	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 Disability, (C) Executive
resigns his/her employment with the Company for Good Reason, or (D) Executive’s
employment with the Company is terminated by the Company other than for Cause, then,
subject to Executive executing, and not revoking, the Release of Claims attached hereto
as Exhibit A with the Company and complying with Section 10 of this
Agreement, (1) Executive shall receive payments equal to the sum of (A) Executive’s Base
Salary for six months and (B) in addition to any portion of a Target Bonus paid pursuant
to Section 4(c)(i). either (i) if Executive’s Target Bonus measuring period is
quarterly, the Target Bonus for two quarters, or (ii) if Executive’s Target Bonus
measuring period is annual, or a combination of quarterly and annual, Executive’s Target
Bonus for six months; less applicable withholding, and otherwise in accordance with
Section 4(c)(v). (2) the Company shall pay Executive cash equal to the pre-tax
cost to the Company of




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	 	 	 	providing the portion of the group health, dental and vision plan continuation
coverage premiums for Executive and his/her covered dependents under Title X of the
Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”), that would
have been paid by the Company were he/she still employed by the Company for six (6)
months from the date of Executive’s termination of employment, and (3) if, and only if,
such termination is within six (6) months following a Change in Control, or Executive is
terminated without Cause prior to a Change in Control during the pendency of a merger
agreement or tender offer which would result in a Change in Control, then all of
Executive’s remaining unvested stock options and shares of restricted stock shall vest
immediately, and, if applicable, the Company’s right to repurchase all of the same such
shares immediately shall lapse.






(iv) The cross-reference in Section 4(c)(iii) to “Section 6(c)(i)” is corrected to read
“Section 4(c)(i)”




(v) Section 4(c)(iv)(2)(A) is amended to read in its entirety as follows:




the acquisition by any individual, entity, or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act), other than by the Company or any Affiliate
thereof immediately prior to such acquisition, of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined
voting power or economic interests of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors;




(vi) A new Section 4(c)(v) is hereby added to the Agreement, which new Section shall read in its
entirety as follows:




Payments: Target Bonus. All payments due under Section 4(c)(ii) shall be
paid as follows: (1) one-sixth of the total amount due under Section 4(c)(ii)
shall be payable on the last calendar day of the month in which Executive’s employment
with the Company terminated, and (2) a like amount shall be payable on the last calendar
day of each month thereafter until such amount is paid in full; provided, however, that
if any payments due under Section 4(c)(ii)
have not been paid by March 1 of the calendar year following the calendar year in
which Executive’s



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employment with the Company terminated, then the remaining
amounts due under Section 4(c)(ii) shall be immediately
due and payable on that date. For purposes of the Target Bonus
calculation under this Section 4(c) regarding Target Bonus
measuring periods ending subsequent to the termination of
Executive’s employment, the Target Bonus shall be deemed to be the
same as for the Target Bonus measuring period during which
Executive’s employment terminated, and the goals shall be deemed
to be fully met.




(vii) A new Section 4(e) is hereby added to the Agreement, which new
Section shall read in its entirety as follows:




409A Applicability. It is not the parties’ intention for
any payment under this Agreement to create or constitute a
“nonqualified deferred compensation plan” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (a
“Deferred Compensation Plan”) In the event that this Agreement or
any compensation payable under this Agreement (the “Payment”) is
determined to be a Deferred Compensation Plan causing Executive to
owe any additional federal income tax, the Company agrees to pay
to Executive an additional sum (the “Gross Up”) in an amount such
that the net amount retained by Executive after receiving both the
Payment and the Gross Up and after paying: (i) any additional
federal income tax on the Payment and the Gross Up, and (ii) any
federal, state, and local income taxes on the Gross Up, is equal
to the amount of the Payment Notwithstanding the above, in the
event payment of the Gross Up is or becomes the sole reason for
this Agreement to be a Deferred Compensation Plan, the preceding
sentence shall be void and no Gross Up shall be paid.




     (b) A new Section 8 is hereby added to Exhibit A of the Agreement, which new
Section shall read in its entirety as follows:




This Release does not extend to and shall not relieve the Company from
any obligations incurred under Sections 4(d) or 4(e) of the Employment
Agreement between the Executive and the Company dated October 1,
2004, as amended on May 21, 2005.



     3. Confirmation. Except as amended hereby, the Agreement is ratified and
confirmed in accordance with its terms.



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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year
first above written.



	 	 	 	 	 	 	 
	MCAFEE, INC.	 	EXECUTIVE
	 
	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Kent H. Roberts
 

Kent H. Roberts
	 	/s/ Christopher Bolin
 

Name: Christopher Bolin
	 	 
	Title:

	 	Executive Vice President and General Counsel	 	 	 	 







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