Exhibit 10.2 



INDEMNIFICATION
AGREEMENT 




        This
  Indemnification Agreement, dated as of December 10, 2004, is made by and between
  McAfee, Inc., a Delaware corporation (the “Company”), and Eric Brown
  (the “Indemnitee”). 



RECITALS  



        A.
The Company is aware that competent and experienced persons are increasingly reluctant to
serve as directors, officers or agents of corporations unless they are protected by
comprehensive liability insurance or indemnification, due to increased exposure to
litigation costs and risks resulting from their service to such corporations, and due to
the fact that the exposure frequently bears no reasonable relationship to the
compensation of such directors, officers and other agents. 



        B.
The statutes and judicial decisions regarding the duties of directors and officers are
often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such
directors, officers and agents with adequate, reliable knowledge of legal risks to which
they are exposed or information regarding the proper course of action to take. 



        C.
Plaintiffs often seek damages in such large amounts and the costs of litigation may be so
enormous (whether or not the case is meritorious), that the defense and/or settlement of
such litigation is often beyond the personal resources of directors, officers and other
agents. 



        D.
The Company believes that it is unfair for its directors, officers and agents and the
directors, officers and agents of its subsidiaries to assume the risk of huge judgments
and other expenses which may occur in cases in which the director, officer or agent
received no personal profit and in cases where the director, officer or agent was not
culpable. 



        E.
The Company recognizes that the issues in controversy in litigation against a director,
officer or agent of a corporation such as the Company or its subsidiaries are often
related to the knowledge, motives and intent of such director, officer or agent, that he
is usually the only witness with knowledge of the essential facts and exculpating
circumstances regarding such matters, and that the long period of time which usually
elapses before the trial or other disposition of such litigation often extends beyond the
time that the director, officer or agent can reasonably recall such matters; and may
extend beyond the normal time for retirement for such director, officer or agent with the
result that he, after retirement or in the event of his death, his spouse, heirs
executors or administrators, may be faced with limited ability and undue hardship in
maintaining an adequate defense, which may discourage such a director, officer or agent
from serving in that position. 




        F.
  Based upon their experience as business managers, the Board of Directors of
  the Company (the “Board”) has concluded that, to retain and attract
  talented and experienced individuals to serve as directors, officers and agents
  of the Company and its subsidiaries and to encourage such individuals to take
  the business risks necessary for the success of the Company and Its subsidiaries,
  it is necessary for the Company to contractually indemnify its directors, officers
  and agents and the directors, officers and agents of its subsidiaries, and to
  assume for itself maximum liability for 
















expenses and damages in connection
  with claims against such directors, officers and agents in connection with their
  service to the Company and its subsidiaries, and has further concluded that
  the failure to provide such contractual indemnification could result in great
  harm to the Company and its subsidiaries and the Company’s stockholders.
  

          G.
Section 145 of the General Corporation Law of Delaware, under which the Company
is organized (“Section 145”), empowers the Company to indemnify its
directors, officers, employees and agents by agreement and to indemnify persons
who serve, at the request of the Company, as the directors, officers, employees
or agents of other corporations or enterprises, and expressly provides that the
indemnification provided by Section 145 is not exclusive. 
        H.
The Company desires and has requested the Indemnitee to serve or continue to serve as a
director, officer or agent of the Company and/or one or more subsidiaries of the Company
free from undue concern for claims for damages arising out of or related to such services
to the Company and/or one or more subsidiaries of the Company. 



        I.
The Indemnitee is willing to serve, or to continue to serve, the Company and/or one or
more subsidiaries of the Company, provided that he is furnished the indemnity provided
for herein. 




AGREEMENT  



        NOW,
THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 



        1.
      Definitions. 



                
(a)
     Agent.  For the purposes of this Agreement, “agent” of the Company means any person
who is or was a director, officer, employee or other agent of the Company or a subsidiary
of the Company; or is or was serving at the request of, for the convenience of, or to
represent the interests of the Company or a subsidiary of the Company as a director,
officer, employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise; or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor corporation of the Company or a
subsidiary of the Company, or was a director, officer, employee or agent of another
enterprise at the request of, for the convenience of, or to represent the interests of
such predecessor corporation. 



                
(b)
Expenses. For purposes of this Agreement, “expenses” include all direct and indirect
costs of any type or nature whatsoever (including, without limitation, all attorneys’
fees and related disbursements, other out-of-pocket costs and reasonable compensation for
time spent by the Indemnitee for which he is not otherwise compensated by the Company or
any third party) actually and reasonably incurred by the Indemnitee in connection with
either the investigation, defense or appeal of a proceeding or establishing or enforcing
a right to indemnification under this Agreement or Section 145 or otherwise; provided,
however, that “expenses” shall not include any judgments, fines, ERISA excise taxes or
penalties, or amounts paid in settlement of a proceeding. 




 
	 	
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	  	        (c)
Proceeding. For the purposes of this Agreement, “proceeding” means any threatened,
pending, or completed action, suit or other proceeding, whether civil, criminal,
administrative, or investigative.  







	  	        (d)
Subsidiary. For purposes of this Agreement, “subsidiary” means any corporation of which
more than 50% of the outstanding voting securities is owned directly or indirectly by the
Company, by the Company and one or more other subsidiaries, or by one or more other
subsidiaries.  







        2.
Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent
of the Company, at its will (or under separate agreement, if such agreement exists), in
the capacity Indemnitee currently serves as an agent of the Company, so long as he is
duly appointed or elected and qualified in accordance with the applicable provisions of
the Bylaws of the Company or any subsidiary of the Company or until such time as he
tenders his resignation in writing; provided, however, that nothing contained in this
Agreement is intended to create any right to continued employment by Indemnitee. 



        3.
Liability Insurance. 



                
(a)
Maintenance of D&O Insurance. The Company hereby covenants and agrees that, so long as
the Indemnitee shall continue to serve as an agent of the Company and thereafter so long
as the Indemnitee shall be subject to any possible proceeding by reason of the fact that
the Indemnitee was an agent of the Company, the Company, subject to Section 3(c), shall
promptly obtain and maintain in full force and effect directors’ and officers’ liability
insurance (“D&O Insurance”) in reasonable amounts from established and reputable
insurers. 



                
(b)
Rights and Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as
an insured in such a manner as to provide the Indemnitee the same rights and benefits as
are accorded to the most favorably insured of the Company’s directors, if the Indemnitee
is a director; or of the Company’s officers, if the Indemnitee is not a director of the
Company but is an officer; or of the Company’s key employees, if the Indemnitee is not an
director or officer but is a key employee. 



                
(c)
Limitation on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the
Company shall have no obligation to obtain or maintain D&OInsurance if the Company
determines in good faith that such insurance is not reasonably available, the premium
costs for such insurance are disproportionate to the amount of coverage provided, the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a
subsidiary of the Company. 




        4.
Mandatory Indemnification. Subject to Section 9 below, the Company shall indemnify the
Indemnitee as follows: 




                
(a)
Successful Defense. To the extent the Indemnitee has been successful on the merits or
otherwise in defense of any proceeding (including, without limitation, an action by or in
the right of the Company) to which the Indemnitee was a party by reason of the fact that
he is or was




 
	 	
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an Agent of the Company at any time,
against all expenses of any type whatsoever actually and reasonably incurred by him in
connection with the investigation, defense or appeal of such proceeding. 




                
(b)
Third Party Actions. If the Indemnitee is a person who was or is a party or is threatened
to be made a party to any proceeding (other than an action by or in the right of the
Company) by reason of the fact that he is or was an agent of the Company, or by reason of
anything done or not done by him in any such capacity, the Company shall indemnify the
Indemnitee against any and all expenses and liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and
amounts paid in settlement) actually and reasonably incurred by him in connection with
the investigation, defense, settlement or appeal of such proceeding, provided the
Indemnitee acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and its stockholders, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful. 



                
(c)
Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened
to be made a party in any proceeding by or in the right of the Company to procure a
judgment in its favor by reason of the fact that he is or was an agent of the Company, or
by reason of anything done or not done by him in any such capacity, the Company shall
indemnify the Indemnitee against any amounts paid in settlement of any such proceeding
and all expenses actually and reasonably incurred by him in connection with the
investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee
acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company and its stockholders. The Company shall indemnify the
Indemnitee against judgments, fines, and ERISA excise taxes and penalties to the same
extent and subject to the same conditions as described in the immediately preceding
sentence, but only if and only to the extent that such indemnification shall be approved
by the court in which the proceeding was brought. Notwithstanding the foregoing, no
indemnification under this subsection 4(c) shall be made in respect to any claim, issue
or manner as to which such person shall have been finally adjudged to be liable to the
Company by a court of competent jurisdiction due to willful misconduct of a culpable
nature in the performance of such person’s duty to the Company and its stockholders
unless and only to the extent that the court in which such proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to indemnity
for such amounts which the court shall deem proper.




                
(d)
Actions where Indemnitee is Deceased. If the Indemnitee is a person who was or is a party
or is threatened to be made a party to any proceeding by reason of the fact that he is or
was an agent of the Company, or by reason of anything done or not done by him in any such
capacity, and if prior to, during the pendency or after completion of such proceeding
Indemnitee becomes deceased, the Company shall indemnify the Indemnitee’s heirs,
executors and administrators against any and all expenses and liabilities of any type
whatsoever (including, but not limited to judgements, fines, ERISA excise taxes and
penalties, and amounts paid in settlement) actually and reasonably incurred to the extent
Indemnitee would have been entitled to indemnification pursuant to Sections 4(a), 4(b),
or 4(c) above were Indemnitee still alive.




 
	 	
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(e)
Notwithstanding the foregoing, the Company shall not be obligated to indemnify the
Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited
to judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement)
for which payment is actually made to Indemnitee under a valid and enforceable indemnity
clause, by-law or agreement, except in respect of any excess beyond payment under such
insurances, clause, by-law or agreement.



        5.
Partial Indemnification. If the indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of any expenses or
liabilities of any type whatsoever (including, but not limited to judgements, fines,
ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the
investigation, defense, settlement or appeal of a proceeding, but not entitled, however,
to indemnification for all of the total amount thereof, the Company shall nevertheless
indemnify the Indemnitee for such total amount except as to the portion thereof to which
the indemnitee is not entitled. 



        6.
Mandatory Advancement of Expenses. Subject to Section 9(a) below, the Company shall
advance all expenses incurred by the Indemnitee in connection with the investigation,
defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is
threatened to be made a party by reason of the fact that the Indemnitee is or was an
agent of the Company. Indemnitee hereby undertakes to repay such amounts advanced only
if, and to the extent that, it shall be determined ultimately that the Indemnitee is not
entitled to be indemnified by the Company as authorized hereby. The advances to be made
hereunder shall be paid by the Company to the Indemnitee within twenty (20) days
following the delivery of a written request therefor by the Indemnitee to the Company. 



        7.
Notice and Other Indemnification Procedures. 



                
(a)
Promptly after receipt by the Indemnitee of notice of the commencement of or the threat
of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that
indemnification with respect thereto may be sought from the Company under this Agreement,
notify the Company of the commencement or threat of commencement thereof.



                
(b)
If, at the time of the receipt of a notice of the commencement, of a proceeding pursuant
to Section 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give
prompt notice of the commencement of such proceeding to the insurers in accordance with
the procedures set forth in the respective policies. The Company shall thereafter take
all necessary or desirable actions to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such proceeding in accordance with the
terms of such policies.



                
(c)
In the event the Company shall be obligated to pay the expenses of any proceeding against
the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of
such proceeding, with counsel approved by the Indemnitee, upon the delivery to the
Indemnitee of written notice of its election so to do. After delivery of such notice,
approval of such counsel by the Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to the Indemnitee under this Agreement for any
fees of counsel subsequently incurred by the Indemnitee with respect to the same
proceeding, provided that (i) the Indemnitee shall have the 




 
	 	
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right to employ his counsel in any
such proceeding at the Indemnitee’s expense and (ii) if (A) the employment of counsel by
the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall
have reasonably concluded that there may be a conflict of interest between the Company
and the Indemnitee in the conduct of any such defense or (C) the Company shall not, in
fact, have employed counsel to assume the defense of such proceeding, the fees and
expenses of Indemnitee’s counsel shall be at the expense of the Company.  



        8.
Corporate Authority. The Board of Directors of the Company has approved the terms of this
Agreement.  



        9.
Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall
not be obligated pursuant to the terms of this Agreement: 




                
(a)
Claims Initiated by Indemnitee. To indemnify or advance expenses to the Indemnitee with
respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and
not by way of defense, unless (i) such indemnification is expressly required to be made
by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is
provided by the Company, in its sole discretion, pursuant to the powers vested in the
Company under the General Corporation Law of Delaware or (iv) the proceeding is brought
to establish or enforce a right to indemnification under this Agreement or any other
statute or law or otherwise as required under Section 145.




                
(b)
Lack of Good Faith. To indemnify the Indemnitee for any expenses incurred by the
Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or
interpret this Agreement, if a court of competent jurisdiction determines that each of
the material assertions made by the Indemnitee in such proceeding was not made in good
faith or was frivolous; or 



                
(c)
Unauthorized Settlements. To indemnify the Indemnitee under this Agreement for any
amounts paid in settlement of a proceeding unless the Company consents to such,
settlement, which consent shall not be unreasonably withheld.




        10.
Non-exclusivity. The provisions for indemnification and advancement of expenses set forth
in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee
may have under any provision of law, the Company’s Certificate of Incorporation or
By-laws, the vote of the Company’s stockholders or disinterested directors, other
agreements, or otherwise, both as to action in his official capacity and to action in
another capacity while occupying his position as an agent of the Company, and the
Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an
agent of the Company and shall inure to the benefit of the heirs, executors and
administrators of the Indemnitee. 



        11.
Enforcement. Any right to indemnification or advances granted by this Agreement to
Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent
jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in
part, or (ii) no disposition of such claim is made within ninety (90) days of request
therefor. Indemnitee, in such enforcement action, if successful in whole or in part,
shall be entitled to be paid also the expense of prosecuting his claim. It shall be a
defense to any action for which a claim for indemnification is made under 




 
	 	
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this Agreement (other than an action
brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the
required undertaking has been, tendered to the Company) that Indemnitee is not entitled
to indemnification because of the limitations set forth in Sections 4 and 9 hereof.
Neither the failure of the Corporation (including its Board of Directors or its
stockholders) to have made a determination prior to the commencement of such enforcement
action that indemnification of Indemnitee is proper in the circumstances, nor an actual
determination by the Company (including its Board of Directors or its stockholders) that
such indemnification is improper, shall be a defense to the action or create a
presumption that Indemnitee is not entitled to indemnification under this Agreement or
otherwise.  



        12.
Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee,
who shall execute all documents required and shall do all acts that may be necessary to
secure such rights and to enable the Company effectively to bring suit to enforce such
rights. 



        13.
Survival of Rights. 



                
(a)
All agreements and obligations of the Company contained herein shall continue during the
period Indemnitee is an agent of the Company and shall continue thereafter so long as
Indemnitee shall be subject to any possible claim or threatened, pending or completed
action, suit or proceeding, whether civil, criminal, arbitrational, administrative or
investigative, by reason of the fact that Indemnitee was serving in the capacity referred
to herein.



                
(b)
The Company shall require any successor to the Company (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no
such succession had taken place.



        14.
Interpretation of Agreement. It is understood that the parties hereto intend this
Agreement to be interpreted and enforced so as to provide indemnification to the
Indemnitee to the fullest extent permitted by law including those circumstances in which
indemnification would otherwise be discretionary.  



        15.
Severability. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality
and enforceability of the remaining provisions of the Agreement (including without
limitation, all portions of any paragraphs of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii)
to the fullest extent possible, the provisions of this Agreement (including, without
limitation, all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable and to give effect to Section 11 hereof  




 
	 	
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        16.
Modification and Waiver. No supplement, modification, waiver or amendment of this
Agreement shall be binding unless executed in writing by both of the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver. 



        17.
Notice. All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted
for by the party addressee or third business day after the mailing date. Addresses for
notice to either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice. 



        18.
Governing Law. This Agreement shall be governed exclusively by and construed according to
the laws of the State of Delaware as applied to contracts between Delaware residents
entered into and to be performed entirely within Delaware. 



        19.
Consent to Jurisdiction. The Company and the Indenmitee each hereby irrevocably consent
to the jurisdiction of the courts of the State of Delaware for all purposes in connection
with any action or proceeding which arises out of or relates to this Agreement and agree
that any action instituted under this Agreement shall be brought only in the state courts
of the State of Delaware. 




 
	 	
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        The
parties hereto have entered into this Indemnity Agreement effective as of the date first
above written. 




	 	 	 	THE COMPANY: 	 
	 	 	 	 	 
	 	 	 	McAFEE, INC. 	 
	 	 	 	 	 
	 	 	 	By /s/ Kent H. Roberts
      

    	  
	 	 	 	 	 
	 	 	 	Its Executive Vice President and General
      Counsel 
      

    	  
	 	 	 	Address:         
         3963 Freedom Circle 

                                  Santa
      Clara, CA 95054	 
	 	 	 	 	 
	 	 	 	INDEMNITEE: 	 
	 	 	 	 	 
	 	 	 	/s/ Eric Brown
      

    	 
	 	 	 	 	 
	 	 	 	Eric Brown