<PAGE>   1
                                                                    EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
effective as of February 13, 2001 by and between CyberGuard Corporation, a
Florida corporation (the "Company"), and Michael D. Matte (the "Employee").

     WHEREAS, the Company, through its Board of Directors, desires to retain the
services of Employee, and Employee desires to be retained by the Company, on the
terms and conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

     1. EMPLOYMENT. The Company hereby employs Employee, and Employee hereby
accepts employment, as Chief Financial Officer and Vice President of Finance
upon the terms of and subject to this Agreement.

     2. TERM. The term (the "Term") of this Agreement shall commence on February
13, 2001, and shall continue until otherwise terminated in accordance with the
terms of this Agreement.

     3. DUTIES. During his employment hereunder, Employee will serve in such
capacity and with such duties as shall be assigned from time to time by the
Chief Executive Officer of the Company. Employee shall diligently perform his
duties as Chief Financial Officer and shall devote the substantial portion of
his business time and effort to his employment with the Company and his duties
hereunder. During the Term, Employee shall not, directly or indirectly, alone or
as a member of a partnership, or as an officer, director, employee or agent of
any other person, firm or business organization engage in any other business
activities or pursuits requiring his personal service that materially conflict
with his duties hereunder or the diligent performance of such duties.

     4. COMPENSATION.

         a. SALARY. During his employment hereunder, Employee shall be paid a
     salary of $160,000 per year, payable in equal installments not less than
     monthly ("Base Salary"). The Employee's Base Salary shall be reviewed at
     least annually by the Board of Directors or any Committee of the Board
     delegated the authority to review executive compensation.

         b. OPTION AND BONUS. In addition to salary, Employee is awarded as of
     the date hereof an option to purchase 100,000 shares of common stock of the
     Company at an exercise price of $3.80 per share and subject to the
     conditions contained in a separate stock option agreement between Employee
     and the Company and the Company's Stock Option Plan (the "Stock Option
     Plan"). In addition, Employee shall participate in the management bonus
     program established by the Company with an initial annual targeted bonus
     equal to 100% of Employee's Base Salary (hereafter the "Management Bonus
     Program").

         c. INSURANCE. During his employment hereunder, Employee shall be
     entitled to participate in all such health, life, disability and other
     insurance programs, if any, that the Company may offer to other key
     executive employees of the Company from time to time.

         d. OTHER BENEFITS. During his employment hereunder, Employee shall be
     entitled to all such other benefits, if any, that the Company may offer to
     other key executive employees of the Company from time to time.




                                       1
<PAGE>   2

         e. PAID-TIME-OFF. Employee shall be entitled to six weeks'
     paid-time-off (in addition to holidays) in each calendar year during the
     Term; however, Employee may take only two weeks' paid-time-off leave within
     any calendar month. Except with respect to paid-time-off time unused as the
     result of a request by the Company to postpone a scheduled paid-time-off,
     any unused paid-time-off from one calendar year shall not carry-over to any
     subsequent calendar year.

         f. EXPENSE REIMBURSEMENT. Employee shall, upon submission of
     appropriate supporting documentation, be entitled to reimbursement of
     reasonable out-of-pocket expenses incurred in the performance of his duties
     hereunder in accordance with policies established by the Company. Such
     expenses shall include, without limitation, reasonable entertainment
     expenses, gasoline and toll expenses and cellular phone use charges, if
     such charges are directly related to the business of the Company.

     5. GROUNDS FOR TERMINATION. The Board of Directors of the Company may
terminate this Agreement for Cause. As used herein, "Cause" shall mean any of
the following: (i) an act of willful misconduct or gross negligence by Employee
in the performance of his material duties or obligations to the Company; if such
act is capable of cure, Employee shall be given written notice and such act
shall not be deemed a basis for Cause if cured within 60 days after written
notice is received by Employee specifying the alleged failure in reasonable
detail (and during such 60 day period, Employee shall continue to be employed by
the Company at full pay), or (ii) conviction of Employee of a felony involving
moral turpitude or (iii) a material act of dishonesty or breach of trust on the
part of Employee resulting or intended to result directly or indirectly in
personal gain or enrichment at the expense of the Company.

     6. TERMINATION BY EMPLOYEE. Employee may terminate this Agreement with Good
Reason. In the event of termination by Employee for Good Reason, Employee shall
be entitled to the benefits of Paragraph 7b. of this Agreement. "Good Reason"
means:

         a. The Company materially breaches the provisions of this Agreement
     (except those set forth in Paragraph 4a.) and Employee provides at least 15
     days' prior written notice to the Company of the existence of such breach
     and his intention to terminate this Agreement (no such termination shall be
     effective if such breach is cured during such period); or

         b. The Company fails to comply with the provisions of Paragraph 4a. or
     to pay any amounts due under the Management Bonus Program provisions of
     Paragraph 4b. for an uninterrupted 10 day period; or

         c. The Company requires Employee to work in a non-supervisory or
     non-management position; or

         d. The Company decreases Employee's compensation (salary or percentage
     of bonus opportunity); or

         e. The Company materially reduces Employee's welfare benefits,
     including without limitation: paid vacation; paid sick time; paid legal and
     float holidays; medical, dental and cancer insurance, hospital indemnity,
     Flexible Spending, Short- and Long-term Disability insurance, Basic Group
     Term Life/Accidental Death & Dismemberment insurance, Supplemental
     Life/AD&D insurance, Spouse Life/Spouse AD&D insurance, Dependent Life
     insurance, Vision Plan, 401k plan, Employee Assistance Program; education
     reimbursement program (collectively, the "Benefits"); provided, however,
     that any change in Benefits that is made by the Company that applies to its
     employees generally, shall not be considered as giving rise to "Good
     Reason"; or

         f. The Employee is required, without his prior written consent, to
     relocate his office more than seventy-five miles from the office Employee
     currently reports to.

     7. PAYMENT AND OTHER PROVISIONS UPON TERMINATION.

         a. In the event Employee's employment with the Company (including its
     subsidiaries) is terminated by the Company for Cause as provided in
     Paragraph 5 then, on or before Employee's last day of employment with the
     Company, the provisions of this Paragraph 7a. shall apply. These same
     provisions shall apply if Employee terminates his employment without Good
     Reason as described in Paragraph 6.





                                       2
<PAGE>   3

              i. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS. The Company
         shall pay in a lump sum to Employee at the time of Employee's
         termination such amount of compensation due Employee for services
         rendered to the Company, as well as compensation for unused vacation
         time and earned bonus, as has accrued but remains unpaid. Any and all
         other rights granted to Employee under this Agreement shall terminate
         as of the date of termination.

              ii. NON-COMPETITION/NON-SOLICITATION PERIOD. The provisions of
         Paragraphs 14 and 15 shall, at the option of the Company in its sole
         discretion, continue to apply with respect to Employee for a period of
         up to six months following the date of termination, so long as the
         Company: (x) provides a written notice to Employee within 5 business
         days after Employee's termination that the Company wishes to exercise
         its right to require that Employee not compete and not solicit in
         accordance with Paragraphs 14 and 15 hereof; and (y) Company thereafter
         pays to Employee in periodic installments, without interest, in
         accordance with the regular salary payment practices of the Company an
         amount equal to (.1) the amount of Employee's annual Base Salary as in
         effect immediately prior to Employee's date of termination, multiplied
         by (.2) the number of months that the Company is requiring the
         non-competition and non-solicitation covenants to remain in place,
         divided by 12. The first such installment of Base Salary and target
         bonus shall be paid on or before the delivery of the notice described
         in the prior sentence of this Paragraph 7a(ii). The non-competition and
         non-solicitation provisions of this Agreement shall no longer apply to
         Employee if the Company fails to pay the amounts required under this
         Section 7a(ii) for an uninterrupted 10-day period and such failure is
         not cured with 5 days after written notice of such failure is delivered
         to the Company.

         b. In the event Employee's employment with the Company (including its
     subsidiaries) is terminated by the Company for any reason other than for
     Cause as provided in Paragraph 5 and other than as a consequence of
     Employee's death, disability, or normal retirement under the Company's
     retirement plans and practices, then the following provisions apply. These
     same provisions shall apply if Employee terminates his employment with Good
     Reason as described in Paragraph 6. In addition to the amounts stated
     below, Employee shall be paid any other amounts by the Company to which he
     is entitled.

              i. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS. On or before
         Employee's last day of employment with the Company, the Company shall
         pay in a lump sum to Employee as compensation for services rendered to
         the Company a cash amount equal to one-half the amount of Employee's
         annual Base Salary and the greater of (x) one-half the target bonus
         under the Management Bonus Program as in effect immediately prior to
         his date of termination or (y) the amount of the bonus under the
         Management Bonus Program to which he is entitled but which remains
         unpaid. At the election of the Company, the cash amount referred to in
         this Paragraph 7b.i. may be paid to Employee in periodic installments,
         without interest, in accordance with the regular salary payment
         practices of the Company, with the first such installment to be paid on
         or before Employee's last day of employment with the Company, and no
         interest shall be paid with respect to any amount not paid on the
         Employee's date of termination.

              ii. VESTING OF OPTIONS AND RIGHTS. Notwithstanding the vesting
         period provided for in the Stock Option Plan and any related stock
         option agreements between the Company and Employee for stock options
         ("options") and stock appreciation rights ("rights") granted Employee
         by the Company, all options and stock appreciation rights shall be
         immediately exercisable upon termination of employment. In addition,
         Employee will have the right to exercise all such options and rights
         for the shorter of (a) six months following his termination of
         employment or (b) with respect to each option, the remainder of the
         period of exercisability under the terms of the appropriate documents
         that grant such options.

              iii. BENEFIT PLAN COVERAGE. The Company shall maintain in full
         force and effect for Employee and his dependents for six months after
         the date of termination, all life, health, accident,




                                       3
<PAGE>   4

         and disability benefit plans and other similar employee benefit plans,
         programs and arrangements in which Employee or his dependents were
         entitled to participate immediately prior to the date of termination,
         in such amounts as were in effect immediately prior to the date of
         termination, provided that such continued participation is possible
         under the general terms and provisions of such benefit plans, programs
         and arrangements.

         In the event that participation in any benefit plan, program or
         arrangement described above is barred, or any such benefit plan,
         program or arrangement is discontinued or the benefits thereunder
         materially reduced, the Company shall arrange to provide Employee and
         his dependents for six months after the date of termination with
         benefits substantially similar to those that they were entitled to
         receive under such benefit plans, programs and arrangements immediately
         prior to the date of termination. Notwithstanding any time period for
         continued benefits stated in this Paragraph 7b.iii., all benefits in
         this Paragraph 7b.iii. will terminate on the date that Employee becomes
         an employee of another employer and eligible to participate in the
         employee benefit plans of such other employer. To the extent that
         Employee was required to contribute amounts for the benefits described
         in this Paragraph 7b.iii. prior to his termination, he shall continue
         to contribute such amounts for such time as these benefits continue in
         effect after termination.

              iv. OTHER COMPENSATION. Any awards previously made to Employee
         under any of the Company's compensation plans or programs and not
         previously paid shall immediately vest on the date of his termination
         and shall be paid on that date and included as compensation in the year
         paid.

              v. SAVINGS AND OTHER PLANS. Except as otherwise more specifically
         provided herein or under the terms of the respective plans relating to
         termination of employment, Employee's active participation in any
         applicable savings, retirement, profit sharing or supplemental employee
         retirement plans or any deferred compensation or similar plan of the
         Company or any of its subsidiaries shall continue only through the last
         day of his employment. All other provisions, including any distribution
         and/or vested rights under such plans, shall be governed by the terms
         of those respective plans.

              vi. NON-COMPETITION/NON-SOLICITATION PERIOD. The provisions of
         Paragraphs 14 and 15 shall continue, beyond the time periods set forth
         in such paragraphs, to apply with respect to Employee for six (6)
         months following the date of termination. The non-competition and
         non-solicitation provisions of this Agreement shall no longer apply to
         Employee if the Company fails to pay the amounts required under the
         provisions of Paragraph 7b.i. for an uninterrupted 10-day period and
         such failure is not cured within 5 days after written notice of such
         failure is delivered to the Company.

         c. The provisions of this Paragraph 7 shall apply if Employee's
     employment is terminated prior to or more than one year after the
     occurrence of a Change of Control (as defined in Paragraph 8c.). From the
     occurrence of any Change of Control until the first anniversary of such
     Change of Control, the provisions of Paragraph 8 shall apply in place of
     this Paragraph 7, EXCEPT THAT in the event that Employee's employment is
     terminated by Employee after a Change of Control without Good Reason, then
     the provisions of Paragraph 8 shall not apply and the provisions of
     Paragraph 7a. shall apply. Termination upon death, disability and
     retirement are covered by Paragraphs 9, 10, and 11, respectively.





                                       4
<PAGE>   5

     8. PAYMENT AND OTHER PROVISIONS AFTER CHANGE OF CONTROL.

         a. SALARY, PERFORMANCE AWARD, AND BONUS PAYMENTS. In the event
     Employee's employment with the Company is terminated within one year
     following the occurrence of a Change of Control (other than as a
     consequence of his death or disability, or of his normal retirement under
     the Company's retirement plans and practices) either (i) by the Company for
     any reason whatsoever or (ii) by Employee with Good Reason as provided in
     Paragraph 6 (for the sole purpose of this Paragraph 8, the term "Good
     Reason" shall also include the following: "g. The Employee is demoted from
     the Chief Financial Officer position."), then Employee shall be entitled to
     receive from the Company, the following:

              i. BASE SALARY. An amount equal to one-half the Employee's annual
         Base Salary as in effect at the date of termination shall be paid on
         the date of termination;

              ii. TARGET BONUS. An amount equal to one-half the Employee's
         target bonus under the Management Bonus Program for the fiscal year in
         which the date of termination occurs shall be paid on the date of
         termination; and

              iii. OTHER BENEFITS. All benefits under Paragraphs 7b.i, 7.b.ii.,
         7b.iii. 7b.iv. and 7b.v. shall be extended to Employee as described in
         such paragraphs, except that (A) (1) only those options and rights
         granted to Employee by the Company prior to a Change of Control shall
         be immediately exercisable in full and (2) any options and rights
         granted to Employee after a Change of Control, if any, shall be
         immediately exercisable only to the extent such options and rights were
         vested as of the date of termination and (B) the period for exercise of
         options and rights described in the last sentence of Paragraph 7b.ii
         and benefit plan coverage as described in Paragraph 7.b.iii shall be
         one half year.

         b. NON-COMPETITION/NON-SOLICITATION PERIOD. In the event of a
     termination under the circumstances described in Paragraph 8a., the
     provisions of Paragraphs 14 and 15 shall be without force and effect and
     shall not apply to Employee.

         c. For purposes of this Agreement, the term "Change of Control" shall
     mean:

              i. The acquisition, other than from the Company, by any
         individual, entity or group (within the meaning of ss. 13(d)(3) or ss.
         14(d)(2) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act")) of beneficial ownership (within the meaning of Rule
         13d-3 promulgated under the Exchange Act) (any of the foregoing
         described in this Paragraph hereafter a "Person") of 30% or more of
         either (a) the then outstanding shares of Capital Stock of the Company
         (the "Outstanding Capital Stock") or (b) the combined voting power of
         the then outstanding voting securities of the Company entitled to vote
         generally in the election of directors (the "Voting Securities"),
         PROVIDED, HOWEVER, that any acquisition by (x) the Company or any of
         its subsidiaries, or any employee benefit plan (or related trust)
         sponsored or maintained by the Company or any of its subsidiaries or
         (y) any Person that is eligible, pursuant to Rule 13d-1(b) under the
         Exchange Act, to file a statement on Schedule 13G with respect to its
         beneficial ownership of Voting Securities, whether or not such Person
         shall have filed a statement on Schedule 13G, unless such Person shall
         have filed a statement on Schedule 13D with respect to beneficial
         ownership of 30% or more of the Voting Securities or (z) any
         corporation with respect to which, following such acquisition, more
         than 60% of, respectively, the then outstanding shares of common stock
         of such corporation and the combined voting power of the then
         outstanding voting securities of such corporation entitled to vote
         generally in the election of directors is then beneficially owned,
         directly or indirectly, by all or substantially all of the individuals
         and entities who were the beneficial owners, respectively, of the
         Outstanding Capital Stock and Voting Securities immediately prior to
         such acquisition in substantially the same proportion as their
         ownership, immediately prior to such acquisition, of the Outstanding
         Capital Stock and Voting Securities, as the case may be, shall not
         constitute a Change of Control; or





                                       5
<PAGE>   6

              ii. Individuals who, as of the date hereof, constitute the Board
         (the "Incumbent Board") cease for any reason to constitute at least a
         majority of the Board, provided that any individual becoming a director
         subsequent to the date hereof whose election or nomination for election
         by the Company's shareholders, was approved by a vote of at least a
         majority of the directors then comprising the Incumbent Board shall be
         considered as though such individual were a member of the Incumbent
         Board, but excluding, for this purpose, any such individual whose
         initial assumption of office is in connection with an actual or
         threatened election contest relating to the election of the Directors
         of the Company (as such terms are used in Rule 14a-11 of Regulation
         14A, or any successor section, promulgated under the Exchange Act); or

              iii. Approval by the shareholders of the Company of a
         reorganization, merger or consolidation (a "Business Combination"), in
         each case, with respect to which all or substantially all holders of
         the Outstanding Capital Stock and Voting Securities immediately prior
         to such Business Combination do not, following such Business
         Combination, beneficially own, directly or indirectly, more than 60%
         of, respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from Business Combination; or

              iv. (a) a complete liquidation or dissolution of the Company or
         (b) a sale or other disposition of all or substantially all of the
         assets of the Company other than to a corporation with respect to
         which, following such sale or disposition, more than 60% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors is then owned
         beneficially, directly or indirectly, by all or substantially all of
         the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Capital Stock and Voting Securities
         immediately prior to such sale or disposition in substantially the same
         proportion as their ownership of the Outstanding Capital Stock and
         Voting Securities, as the case may be, immediately prior to such sale
         or disposition.

     9. TERMINATION BY REASON OF DEATH. If Employee shall die while employed by
the Company both prior to termination of employment and during the effective
Term of this Agreement, all Employee's rights under this Agreement shall
terminate with the payment of such amounts of annual Base Salary as have accrued
but remain unpaid and a prorated amount of targeted bonus under the Company's
Management Bonus Program through the month in which his death occurs, plus three
additional months of the fixed salary and targeted bonus. All benefits under
7b.ii., 7b.iv and 7b.v. shall be extended to Employee's estate as described in
such paragraphs. In addition, Employee's eligible dependents shall receive
continued benefit plan coverage under Paragraph 7b.iii. for three months from
the date of Employee's death.

     10. TERMINATION BY DISABILITY. Employee's employment hereunder may be
terminated by the Company for disability. In such event, all Employee's rights
under this Agreement shall terminate with the payment of such amounts of annual
Base Salary as have accrued but remain unpaid as of thirtieth (30th) day after
such notice is given EXCEPT that all benefits under Paragraphs 7b.ii, 7b.iii,
7b.iv. and 7b.v. shall be extended to Employee as described in such paragraphs.
In addition, the non-competition and non-solicitation provisions of Paragraphs
14 and 15 shall continue to apply to Employee for a period of one year from the
date of termination.

For purposes of this Agreement, "disability" is defined to mean that, as a
result of Employee's incapacity due to physical or mental illness:

         a. Employee shall have been absent from his duties as an officer of the
     Company on a substantially full-time basis for six (6) consecutive months;
     and

         b. Within thirty (30) days after the Company notifies Employee in
     writing that it intends to replace him, Employee shall not have returned to
     the performance of his duties as an officer of the Company on a full-time
     basis.



                                       6
<PAGE>   7

     11. RETIREMENT. Retirement by Employee, whether occurring as a result of a
voluntary termination by Employee or an involuntary termination as the result of
reaching the age retirement as set forth in the Company's retirement policies,
shall be treated as a voluntary termination without Good Reason and the
provisions of Paragraph 7a. shall apply. If during the Term or any extension
thereof, the Company adopts a retirement plan with respect to executive officers
of the Company, Employee shall have the right to participate in such policy and
the provisions of such policy shall supersede the provisions of the preceding
sentence.

     12. INDEMNIFICATION. If litigation shall be brought, in the event of breach
or to enforce or interpret any provision contained herein, the non-prevailing
party shall indemnify the prevailing party for reasonable attorney's fees
(including those for negotiations, trial and appeals) and disbursements incurred
by the prevailing party in such litigation, and hereby agrees to pay prejudgment
interest on any money judgment obtained by the prevailing party calculated at
the generally prevailing NationsBank of Florida, N.A. base rate of interest
charged to its commercial customers in effect from time to time from the date
that payment(s) to him should have been made under this Agreement.

     13. (Omitted Intentionally)

     14. NON-COMPETITION.

         a. At all times during Employee's employment hereunder, and for such
     additional periods as may otherwise be set forth in this Agreement in
     reference to this Paragraph 14, Employee shall not, directly or indirectly,
     engage in any business, enterprise or employment, whether as owner,
     operator, shareholder, director, partner, creditor, consultant, agent or
     any capacity whatsoever that manufactures products designed to compete
     directly with products of the Company or markets such products anywhere in
     the world where the Company (i) is engaged in business or (ii) has
     evidenced an intention of engaging in business. Employee acknowledges that
     he has read the foregoing and agrees that the nature of the geographical
     restrictions are reasonable given the international nature of the Company's
     business.

     In the event that these geographical or temporal restrictions are
     judicially determined to be unreasonable, the parties agree that these
     restrictions shall be judicially reformed to the maximum restrictions which
     are reasonable.

         b. Notwithstanding the provisions of the preceding Paragraph 14a.,
     Employee may accept employment with a company that would be deemed to be a
     competitor of the Company as described in the previous sentence
     ("Competitor"), so long as (i) the Competitor has had annual revenues of at
     least $1 billion in each of the prior two fiscal years, (ii) the
     Competitor's revenues for products and maintenance in direct competition
     with the Company does not exceed 50% of its total revenues and (iii)
     Employee's responsibilities are solely for divisions or subsidiaries of the
     Competitor that do not compete with the Company.

     15. NON-SOLICITATION OF EMPLOYEES AND CUSTOMERS. At all times during
Employee's employment hereunder, or for such additional periods as may otherwise
be set forth in this Agreement in reference to this Paragraph 15, Employee shall
not, directly or indirectly, for himself or for any other person, firm,
corporation, partnership, association or other entity (a) attempt to employ,
employ or enter into any contractual arrangement with any employee or former
employee of the Company, its affiliates, subsidiaries or predecessors in
interest, unless such employee or former employee has not been employed by the
Company, its affiliates, subsidiaries or predecessors in interest during the
twelve months prior to Employee's attempt to employ him, or (b) call on or
solicit any of the actual or targeted prospective customers of the Company or
its affiliates, subsidiaries or predecessors in interest with respect to any
matters related to or competitive with the business of the Company.




                                       7
<PAGE>   8

     16. CONFIDENTIALITY.

              a. NONDISCLOSURE. Employee acknowledges and agrees that the
     Confidential Information (as defined below) is a valuable, special and
     unique asset of the Company's business. Accordingly, except in connection
     with the performance of his duties hereunder, Employee shall not at any
     time during or subsequent to the term of his employment hereunder disclose,
     directly or indirectly, to any person, firm, corporation, partnership,
     association or other entity any proprietary or confidential information
     relating to the Company or any information concerning the Company's
     financial condition or prospects, the Company's customers, the design,
     development, manufacture, marketing or sale of the Company's products or
     the Company's methods of operating its business (collectively "Confidential
     Information"). Confidential Information shall not include information
     which, at the time of disclosure, is known or available to the general
     public by publication or otherwise through no act or failure to act on the
     part of Employee.

         b. RETURN OF CONFIDENTIAL INFORMATION. Upon termination of Employee's
     employment, for whatever reason and whether voluntary or involuntary, or at
     any time at the request of the Company, Employee shall promptly return all
     Confidential Information in the possession or under the control of Employee
     to the Company and shall not retain any copies or other reproductions or
     extracts thereof. Employee shall at any time at the request of the Company
     destroy or have destroyed all memoranda, notes, reports, and documents,
     whether in "hard copy" form or as stored on magnetic or other media, and
     all copies and other reproductions and extracts thereof, prepared by
     Employee and shall provide the Company with a certificate that the
     foregoing materials have in fact been returned or destroyed.

         c. BOOKS AND RECORDS. All books, records and accounts whether prepared
     by Employee or otherwise coming into Employee's possession, shall be the
     exclusive property of the Company and shall be returned immediately to the
     Company upon termination of Employee's employment hereunder or upon the
     Company's request at any time.

     17. INJUNCTION/SPECIFIC PERFORMANCE SETOFF. Employee acknowledges that a
breach of any of the provisions of Paragraphs 14, 15 or 16 hereof would result
in immediate and irreparable injury to the Company which cannot be adequately or
reasonably compensated at law. Therefore, Employee agrees that the Company shall
be entitled, if any such breach shall occur or be threatened or attempted, to a
decree of specific performance and to a temporary and permanent injunction,
without the posting of a bond, enjoining and restraining such breach by Employee
or his agents, either directly or indirectly, and that such right to injunction
shall be cumulative to whatever other remedies for actual damages to which the
Company is entitled. Employee further agrees that the Company may set off
against or recoup from any amounts due under this Agreement to the extent of any
losses incurred by the Company as a result of any breach by Employee of the
provisions of Paragraphs 14, 15 or 16 hereof.

     18. SEVERABILITY. Any provision in this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

     19. SUCCESSORS. This Agreement shall be binding upon Employee and inure to
his and his estate's benefit, and shall be binding upon and inure to the benefit
of the Company and any permitted successor of the Company. Neither this
Agreement nor any rights arising hereunder may be assigned or pledged by:
Employee or anyone claiming through Employee; or by the Company, except to any
corporation which is the successor in interest to the Company by reason of a
merger, consolidation or sale of substantially all of the assets of the Company.

The foregoing sentence shall not be deemed to have any effect upon the rights of
Employee upon a Change of Control.

     20. CONTROLLING LAW. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Florida.



                                       8
<PAGE>   9

     21. NOTICES. Any notice required or permitted to be given hereunder shall
be written and sent by registered or certified mail, telecommunicated or hand
delivered at the address set forth herein or to any other address of which
notice is given:

     To the Company:       CyberGuard Corporation
                           2000 West Commercial Boulevard
                           Fort Lauderdale, Florida 33309
                           Attention:  Chief Executive Officer

     To Employee:          Michael D. Matte
                           917 N. Flagler Drive #412
                           West Palm Beach, FL 33401

     22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto on the subject matter hereof and may not be modified
without the written agreement of both parties hereto.

     23. WAIVER. A waiver by any party of any of the terms and conditions hereof
shall not be construed as a general waiver by such party.

     24. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original and both of which together shall constitute a
single agreement.

     25. INTERPRETATION. In the event of a conflict between the provisions of
this Agreement and any other agreement or document defining rights and duties of
Employee or the Company upon Employee's termination, the rights and duties set
forth in this Agreement shall control.

     26. CERTAIN LIMITATIONS ON REMEDIES. Paragraph 7b. provides that certain
payments and other benefits shall be received by Employee upon the termination
of Employee by the Company other than for Cause and states that these same
provisions shall apply if Employee terminates his employment for Good Reason. It
is the intention of this Agreement that if the Company terminates Employee other
than for Cause (and other than as a consequence of Employee's death, disability
or normal retirement) or if Employee terminates his employment with Good Reason,
then the payments and other benefits set forth in Paragraph 7b. shall constitute
the sole and exclusive remedies of Employee.

     27. SURVIVAL. Notwithstanding the provisions of Paragraph 2, the provisions
of Paragraphs 14, 15, and 16 shall survive the expiration or early termination
of this Agreement.




                                       9
<PAGE>   10
     IN WITNESS WHEREOF, this Employment Agreement has been executed by the
parties as of the date first above written.

                                        COMPANY:

                                        CYBERGUARD CORPORATION



                                        ----------------------------------------
                                        By:  Scott J. Hammack
                                        Its:  Chief Executive Officer



                                        EMPLOYEE:



                                        ----------------------------------------
                                        Michael D. Matte



                                       10