Exhibit 10.1 





MCAFEE, INC. 



ERIC BROWN
EMPLOYMENT AGREEMENT 



        This
  Agreement is made by and between McAfee, Inc. (the “Company”), and
  Eric Brown (“Executive”) as of December 10, 2004. 



        1.
 Duties and Scope of Employment.  



                
(a)
Positions; Employment Commencement Date; Duties. Executive’s employment with the Company
shall commence January 3, 2005. From that date, subject to the terms of this Agreement,
the Company employs Executive as Executive Vice President and Chief Financial Officer of
the Company reporting to the Chief Executive Officer of the Company (the “CEO”). The
period of Executive’s employment is referred to as the “Employment Term”. During the
Employment Term, Executive shall render such business and professional services in the
performance of his duties that are consistent with Executive’s position within the
Company, as shall reasonably be assigned to him/her by the CEO. 



                
  (b) Obligations. During the Employment Term, Executive shall devote his full
  business efforts and time to the Company. Executive agrees, during the Employment
  Term, not to actively engage in any other employment, occupation or consulting
  activity for any direct or indirect remuneration without the prior approval
  of the Board of Directors of the Company (the “Board”) or the CEO;
  provided, however, that Executive may serve in any capacity (i) with any
  civic, educational or charitable organization, or (ii) as a member of corporate
  boards of directors or committees of any other corporation so long as such organization
  does not compete with the Company, if Executive obtains the prior written approval
  of the CEO with respect to serving in such capacity, which may be withheld in
  the sole discretion of the CEO. 



                
(c)
Signing Bonus; Initial Stock Option Grant; Restricted Stock. (i) Upon commencement of
employment, Executive shall be entitled to a signing bonus in the amount of Seven Hundred
Fifty Thousand Dollars ($750,000.00), one-half of said bonus ($375,000.00) being payable
within thirty (30) days of commencement of employment hereunder and one-half of said
bonus ($375,000.00) being payable on January 3, 2006, whether Executive is employed by
Company at that time or not. (ii) Upon commencement of employment, the Company shall
grant to Executive an option to purchase Three Hundred Thousand (300,000) shares of the
common stock of the Company pursuant to the Company’s 1997 Stock Incentive Plan, as
amended, at a price per share equal to the closing price of the Company’s common stock on
the New York Stock Exchange on the first day of Executive’s employment. Such option shall
be subject to a four year vesting schedule, with the right to purchase one fourth of the
shares vesting on the one year anniversary of the grant date and the right to purchase
one-forty-eighth of the shares vesting each month thereafter, subject to earlier vesting
pursuant to the terms of this Agreement and of the Stock Option Agreement. (iii) Upon
commencement of employment, Executive shall be granted seventy five thousand (75,000)
shares of the Company’s Common Stock (the “Restricted Stock”), pursuant to the 1997
Statutory Stock Option Plan, at a price of $0.01 per share, which is equal to the par
value of the stock. Subject to accelerated vesting as provided elsewhere in this
Agreement, the Restricted Stock shall vest, with respect to one-third (1/3) of the
Restricted Stock on each of three (3) anniversaries of the grant date. All vesting 


















provided for in this Section is
subject to Executive’s continued employment with the Company as of each vesting date.
This purchase is subject to Executive entering into the Company’s form of Restricted
Stock Purchase Agreement. 



                
(d)
Costs of Agreement. Company shall reimburse Executive his reasonable attorneys fees up to
Five Thousand Dollars ($5,000.00) incurred in negotiating this agreement. 



        2.
Employee Benefits. During the Employment Term, Executive shall be eligible to participate
in the employee and fringe benefit plans maintained by the Company (as such plans are
amended from time to time) that are applicable to other senior management to the full
extent provided for under those plans on no less favorable terms than provided for other
members of senior management. 



        3.
  Vacation. During the Employment Term, Executive shall be eligible for paid vacation
  in accordance with the Company’s standard policy for senior management
  employees, as it may be amended from time to time on no less favorable terms
  than provided for other members of senior management; provided, however,
  that Executive will receive at least fifteen (15) days of paid vacation per
  year. 



        4.
Business Expense Reimbursements. During the Employment Term, Executive shall be
authorized to incur necessary and reasonable travel, entertainment and other business
expenses in connection with his duties hereunder. The Company shall reimburse Executive
for such expenses upon presentation of an itemized account and appropriate supporting
documentation, all in accordance with the Company’s generally applicable policies on no
less favorable terms than provided for other members of senior management. 



        5.
At-Will Employment. Executive and the Company agree and acknowledge that Executive’s
employment with the Company constitutes “at-will” employment. Subject to the Company’s
obligation to provide severance benefits as specified herein, Executive and the Company
agree that this employment relationship may be terminated at any time, upon written
notice to the other party, with or without good cause or for any or no reason, at the
option of either the Company or Executive. 



        6.
Compensation. 



                
(a)
Base Salary. During the Employment Term, the Company shall pay the Executive as
compensation for his services a base salary at the annualized rate of Five Hundred
Thousand ($500,000.00). Such base salary shall be paid periodically in accordance with
normal Company payroll practices and subject to the usual, required withholding.
Executive’s annualized base salary shall be reviewed annually by the CEO (in accordance
with the policies set by the Compensation Committee of the Board) for possible
adjustments (subject, however, in the case of decreases, to Executive’s exercise of his
rights under Section 6(c)(iv)(3)) in light of Executive’s performance and competitive
data and, if appropriate, Executive’s annualized base salary may be modified. (The
annualized base salary to be paid to Executive pursuant to this Section 6(a), together
with any subsequent modifications thereto, shall be referred to as “Base Salary.”) 




 
	 	
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(b)
Bonuses. Executive shall be eligible to earn a quarterly target bonus equal to one
hundred percent (100%) of Base Salary for such quarter based upon achievement of goals
mutually agreed upon by the Company and Executive for each calendar quarter. (Executive’s
quarterly target bonus opportunity provided by this Section 6(b), together with any
subsequent increases thereto, shall be referred to as the “Target Bonus.”) The payment of
all or any portion of the Target Bonus for any calendar quarter shall depend on whether
the relevant goals are met (or, in the case of a Target Bonus that has tiered goals,
which tier or tiers of goals are met). 



                
(c)
Severance. 



                        
(i)
Termination For Any Reason. Notwithstanding Executive’s entitlement to severance benefits
under certain circumstances discussed below in this Section 6(c), upon termination of
Executive’s employment for any reason, the Company shall pay Executive all Base Salary,
earned but unpaid prior quarter bonus and accrued but unpaid vacation earned through the
date of termination, reimburse Executive for all necessary and reasonable expenses in
accordance with Section 4 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, if, and only if, the relevant goals for the calendar quarter in which the
termination of Executive’s employment occurs are met, then the Company shall also pay
executive the Target Bonus for such calendar quarter but prorated based on the quotient
of (A) the number of days in the calendar quarter through the date of termination,
divided by (B) the number of days in such calendar quarter. For illustration purposes
only, if Executive’s Target Bonus is $1,000, and Executive is terminated on May 15, and
Executive met sufficient goals to receive a $600 Target Bonus, then his actual bonus for
the year of termination would be $297 ($600 x (45/91)). 



                        
(ii)
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
employment with the Company or is terminated by the Company due to a Total Disability,
(C) Executive resigns his 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 13 of this Agreement, (1)
Executive shall receive twelve (12) monthly payments, each equal to (A) the product of
one-twelfth (1/12) multiplied by the sum of Executive’s Base Salary plus (B) one third of
the Target Bonus; less applicable withholding, and otherwise in accordance with the
Company’s standard payroll practices, (2) the Company shall pay the portion of the group
health, dental and vision plan continuation coverage premiums for Executive and his
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, through the lesser of (x) twelve (12) months from the date of Executive’s
termination of employment, or (y) the date upon which Executive and his covered
dependents are eligible to be covered by similar plans of Executive’s new employer, and
(3) all of Executive’s remaining unvested stock options shall vest immediately. Subject
to Section 6 (d), if applicable, any restrictions associated with any outstanding shares
of restricted stock will not lapse. 



                        
(iii)
Involuntary Termination for Cause or Resignation Other Than For Good Reason. In the event
Executive terminates his employment other than for Good Reason or 




 
	 	
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Executive’s employment is
involuntarily terminated by the Company for Cause, then all vesting of stock options,
restricted stock and any other equity compensation shall terminate immediately and all
payments of compensation by the Company to Executive hereunder shall immediately
terminate (except as to amounts already earned, as specified in Section 6(c)(i) above,
and the right, subject to the terms of the relevant stock option agreement(s), to
exercise any stock options vested through the date of termination).  



                        
(iv)
    Definitions. 



                                
(1)
Termination for Cause. A termination of Executive’s employment for “Cause” means a
termination of Executive’s employment by the Company based upon a good faith
determination by the Board that one or more of the following has occurred: (a)
Executive’s commission of a material act of fraud with respect to the Company in
connection with Executive carrying out his responsibilities as an employee, (b) any
intentional refusal or willful failure to carry out the reasonable instructions of the
CEO or the Board, (c) Executive’s conviction of, or plea of nolo contendere to, a
misdemeanor crime of moral turpitude or a felony, (d) Executive’s gross misconduct in
connection with the performance of his duties hereunder, or (e) Executive’s material
breach of his obligations under this Agreement or any other agreement between Executive
and the Company or its Affiliate. In the event of any proposed termination for Cause
(other than regarding (a), (c), or (d) above as to which this notice and opportunity to
cure shall not apply), Company shall give Executive written notice of the basis for Cause
and thirty (30) days opportunity after delivery of such notice to cure such Cause and if
cured, Company may not terminate Executive for the basis for Cause which has been cured. 



                                
(2)
Change in Control. “Change in Control” shall mean any of the following: 



                                                                
(A)
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; 



                                                                
(B)
A change in the composition of the Board occurring within a twenty-four month period, as
a result of which fewer than a majority of the directors of the Board are Incumbent
Directors. The term “Incumbent Directors” means members of the Board who are
(I) members of the Board as of the date hereof, or (II) elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of the Incumbent
Directors at the time of such election or nomination (but shall not include an individual
whose election or nomination is in connection with an actual or threatened proxy contest
relating to the election of directors to the Company); 



                                                                
(C)
a reorganization, merger, or consolidation, in each case, with respect to which all or
substantially all of the Persons that were the respective beneficial owners of the voting
securities of the Company immediately prior to such 




 
	 	
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reorganization, merger, or
consolidation do not, following such reorganization, merger, or consolidation,
beneficially own, directly or indirectly, more than 50% of the combined voting power of
the then outstanding voting securities entitled to vote generally in the election of
directors of Company resulting from such reorganization, merger, or consolidation; or  



                                                                
(D)
the sale or other disposition of all or substantially all of the assets of the Company in
one transaction or series of related transactions. 



                                                                
(E)
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur because a
majority or more of the outstanding voting securities of the Company is acquired by (I) a
trustee or other fiduciary holding securities under one or more employee benefit plans
maintained by the Company or any of its Affiliates, or (II) any Person that, immediately
prior to such acquisition, is owned directly or indirectly by the stockholders of the
Company in approximately the same proportion as their ownership of stock in the Company
immediately prior to such acquisition. 



                                
(3)
Resignation for Good Reason. A resignation for “Good Reason” means the resignation by
Executive of his employment within ninety (90) days of the occurrence of any one or more
of the following events without Executive’s written consent, provided that Executive has
complied with the Good Reason Process: (a) a reduction by the Company in Executive’s Base
Salary and/or Target Bonus, (b) a material reduction by the Company in Executive’s
benefits other than one applicable generally to senior management of the Company, (c) a
reduction by the Company in Executive’s title and/or a material reduction in Executive’s
authority and/or duties or his not reporting to the Chief Executive Officer without a
Sufficient Basis, or (d) the requirement by Executive’s supervisor that Executive
relocate more than thirty-five (35) miles from his then-current office location.
Notwithstanding the foregoing sentence to the contrary, it is agreed that Executive’s
receiving less bonus or no bonus as a result of not meeting the relevant goals for a
Target Bonus is not a Good Reason. 



                                
The
term “Good Reason Process” shall mean that (i) a Good Reason has occurred; (ii) Executive
notifies the Company in writing of the occurrence of the Good Reason; (iii) Executive
cooperates in good faith with the Company’s efforts, for a period of at least 30 days
following such notice, to modify Executive’s employment situation in a manner reasonably
acceptable to Executive and the Company; (iv) notwithstanding such efforts, one or more
of the Good Reasons continues to exist for a period of 30 days following such notice and
has not been modified in a manner reasonably acceptable to Executive. The term
“Sufficient Basis” shall include a reassignment or reduction in duties as a result of
disciplinary action by the Company based upon a serious violation of Company policy or
this Agreement or any other agreement between the Company (or its Affiliate) and
Executive. 



                                
(4)
Total Disability. “Total Disability” shall mean Executive’s mental or physical impairment
which prevents Executive from performing the responsibilities and duties of his position
for 180 consecutive days or six (6) months in the aggregate during any twelve (12) month
period. Any question as to the existence or extent of Executive’s mental or physical
impairment upon which Executive and the Company cannot agree shall be resolved by a
qualified independent physician who is an acknowledged expert in the area of the mental
or physical impairment, selected in good faith by the Board and approved by Executive,
which 




 
	 	
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approval shall not unreasonably be
withheld. Upon the existence and required duration of such Total Disability, either party
to this Agreement may then terminate Executive’s employment for such reason by giving the
other party written notice of termination for such reason. 



                                
(5)
Affiliate and Person. “Affiliate” means any Person that directly or indirectly controls,
is controlled by, or is under common control with, the Person in question. As used in
this definition, the term “control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise. The term
“Person” means an individual or a corporation, partnership, trust, estate, unincorporated
organization, association, or other entity. 



                                                                
(d)
Acceleration of Vesting of Option Upon a Change in Control. If Executive is employed by
the Company on the date of a Change in Control or if Employee is terminated without Cause
within ninety days prior to a Change of Control during the pendency of a merger agreement
or tender offer which would result in a Change of Control, then, in addition to any other
compensation and benefits provided under this Agreement, all of Executive’s
remaining unvested stock options and those shares of restricted stock which would have
vested within one (1) year following the Change of Control shall vest immediately, and,
if applicable, the Company’s right to repurchase the same such shares immediately
shall lapse.



                                                                
(e)
Parachute Payments. The Company shall indemnify Executive, on an after tax basis, for any
taxes imposed on Executive pursuant to Section 4999 of the Internal Revenue Code of 1986,
as amended, that result from any compensation or payments made by the Company to
Executive pursuant to this Agreement.



        7.
Assignment. This Agreement shall be binding upon and inure to the benefit of (a) the
heirs, beneficiaries, executors and legal representatives of Executive upon Executive’s
death, and (b) any successor of the Company or acquirer of substantially all of the
assets of the Company. Any such successor of the Company shall be deemed substituted for
the Company under the terms of this Agreement for all purposes. None of the rights of
Executive to receive any form of compensation payable pursuant to this Agreement shall be
assignable or transferable except through a testamentary disposition or by the laws of
descent and distribution upon the death of Executive. Any attempted assignment, transfer,
conveyance or other disposition (other than as aforesaid) of any interest in the rights
of Executive to receive any form of compensation hereunder shall be null and void. 



        8.
Notices. All notices, requests, demands and other communications called for hereunder
shall be in writing and shall be deemed given if (a) delivered personally or by
facsimile, (b) one (1) day after being sent by Federal Express or a similar commercial
overnight service, or (c) three (3) days after being mailed by registered or certified
mail, return receipt requested, prepaid and addressed to the parties at the following
addresses, or at such other addresses as the parties may designate by written notice in
the manner aforesaid: 





 
	 	
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	   	         If to the Company: 	  	McAfee, Inc.

                                            5000 Headquarters Drive

                                            Plano, Texas  75024

                                            Attn:General Counsel 






	   	         If to
Executive: 	  	1187 Windrock Drive, McLean, VA  22102 or

                                            at the last residential address known by the
Company. 







        9.
Severability. In the event that any provision of this Agreement becomes or is declared by
a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision. 



        10.
Entire Agreement. This Agreement; the Indemnity Agreement between the Company and
Executive; the Employee Inventions and Confidentiality Agreement between Company and
Executive; the Executive’s acknowledgement of receipt of the Company’s Employee Handbook;
the Executive’s acknowledgement of the Company’s Insider Trading Plan; and the various
written Stock Option agreements between the Executive and the Company represent the
entire agreement and understanding between the Company and Executive concerning
Executive’s employment relationship with the Company, and supersede and replace any and
all prior agreements and understandings concerning Executive’s employment relationship
with the Company. 



        11.
Non-Binding Mediation, Arbitration, and Equitable Relief. 



                
(a)
The parties agree to make a good faith attempt to resolve any dispute or claim arising
out of or related to this Agreement through negotiation.



                
(b)
In the event that any dispute or claim arising out of or related to this Agreement is not
settled by the parties hereto, the parties shall attempt in good faith to resolve such
dispute or claim by non-binding mediation in Santa Clara, California to be conducted by
one mediator belonging to either the American Arbitration Association or JAMS. The
mediation shall be held within thirty (30) days of the request therefore, unless the
parties agree to a later deadline. The costs of the mediator shall be borne by the
Company.



                
(c)
Executive and the Company each agree, to the extent permitted by law, to arbitrate before
a single neutral arbitrator, in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association regarding discovery, any
dispute or controversy arising out of, relating to, or in connection with this Agreement,
or the interpretation, validity, construction, performance, breach, or termination
thereof, which has not been resolved by negotiation or mediation as set forth in Sections
11(a) and 11(b), except that any dispute or claim for workers’ compensation benefits or
unemployment insurance benefits, shall be excluded from this agreement to arbitrate.



                
(d)
The Company shall pay the cost of the arbitration filing and hearing fees and the cost of
the arbitrator, and any other expense or cost that is unique to arbitration or that
Executive would not be required to bear if he/she were free to bring the dispute or claim
in court. Each party shall bear its own attorneys’ fees, unless otherwise determined by
the arbitrator. The




 
	 	
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arbitration shall take place in
Santa Clara, California. The arbitrator shall apply California law, without reference to
rules of conflicts of law, to the resolution of any dispute. The arbitrator shall issue a
written award that sets forth the essential findings and conclusions on which the award
is based. Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The award shall be subject to correction, confirmation, or
vacation, as provided by any applicable California case law setting forth the standard of
judicial review of arbitration awards. Executive and the Company each understand and
agree that the arbitration of any dispute or controversy listed in Section 11(c) shall be
instead of a hearing or trial before a court or jury. Executive and the Company each
understand that Executive and the Company are expressly waiving any and all rights to a
hearing or trial before a court or jury regarding any dispute or controversy listed in
Section 11(c) which they now have or which they may have in the future. Nothing in this
Agreement shall be interpreted as restricting or prohibiting Executive from filing a
charge or complaint with a federal, state, or local administrative agency charged with
investigating and/or prosecuting such charges or complaints under any applicable federal,
state, or municipal law or regulation. 



                
(e)
Notwithstanding the foregoing provisions of this Section 11, the parties may apply to any
court of competent jurisdiction for preliminary or interim equitable or injunctive
relief, or to compel arbitration in accordance with this Section 11, without breach of
this Section 11.



        12.
No Mitigation. Executive shall not be required to mitigate the value of any severance
benefits contemplated by this Agreement, nor shall any such benefits be reduced by any
earnings or benefits that Executive may receive from any other source. 



        13.
Covenants Not to Compete and Not to Solicit. 



                
(a)
Covenant Not to Compete. Upon Executive’s resignation for any reason within twelve months
(12) after a Change in Control has occurred or termination by the Company for any reason
within twelve months (12) after a Change in Control has occurred, Executive agrees that
until the end of the twelve (12) month period following the date of the termination of
his employment, Executive will not directly engage in (whether as an employee,
consultant, proprietor, shareholder, owner, partner, director or otherwise), or have any
ownership interest in, or participate in the financing, operation, management, or control
of, any Subject Entity that is engaged in the design, development, marketing,
distribution, or sale of network management software or hardware or anti-virus network
security software anywhere in the world. For purposes of this Section 10, the term
“Subject Entity” means any entity engaged in the design, development, marketing,
distribution, or sale of anti virus or network security software or hardware, including
but not limited to the following entities: Cisco Systems (security business unit only),
Computer Associates, Microsoft Corporation, Dr. Ahn’s, Fortinet, Fsecure, Internet
Security Systems, Intrusion Inc., Juniper, Panda, RSA, Secure Computing, Sophos,
Sourcefire, Symantec, Tipping Point and Trend Micro or any successor thereof (the
“Subject Entity List”). Executive understands and agrees that the Company may delete
from, add to or otherwise amend the entities included in the Subject Entity List from
time to time, and the Company will provide written notice to Executive of any such
deletion, addition or amendment. Notwithstanding the foregoing provisions to the
contrary, nothing in this Section 10(a) shall prevent Executive from being employed by,
or providing services to, any division or business 





 
	 	
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unit of any Subject Entity if that
division or business unit is not involved in the design, development, marketing,
distribution, or sale of network management software or hardware or anti-virus network
security software, as long as Executive has no responsibilities or duties for any
division or business unit of such Subject Entity that is involved in the design,
development, marketing, distribution or sale of network management software or hardware
or anti-virus network security software. Ownership of less than 3% of the outstanding
voting stock of a Subject Entity shall not constitute a violation of this Section 13(a). 



                
(b)
Covenant Not to Solicit. Upon Executive’s resignation for any reason after a Change in
Control has occurred or termination by the Company for any reason after a Change in
Control has occurred, Executive agrees that he/she will not, at any time during the
twenty four (24) months following his termination date, directly or indirectly solicit
any individuals to leave the Company’s employ for any reason or interfere in any other
manner with the employment relationships at the time existing between the Company and its
current employees.



                
(c)
Reformation. In the event that the provisions of this Section 13 should ever be deemed to
exceed the time, geographic or scope of activities limitations permitted by applicable
law, then such provisions shall be reformed to the maximum time, geographic or scope of
activities limitations, as the case may be, permitted by applicable laws.



                
(d)
Forfeiture of Severance. If Executive has engaged in any conduct prohibited by Section
13(a) or 13(b) above, the Company will have the right to immediately suspend any payments
to or made on behalf of Executive pursuant to Section 6(c)(ii) of this Agreement, and
Executive forfeits any rights he/she has to such payments.



                
(e)
Representations. Executive represents that he/she (i) is familiar with the covenants in
this Section 13, and (ii) is fully aware of his obligations hereunder, and (iii) the
covenants contained in this Section 13 are reasonable.



        14.
No Oral Modification, Cancellation or Discharge. This Agreement may only be amended,
canceled or discharged in writing signed by Executive and an authorized member of the
Board. Executive and the Company will cooperate in good faith to modify the timing of any
payments due hereunder in order to comply with the requirements of Section 409A of the
Internal Revenue Code. 



        15.
Withholding. The Company shall be entitled to withhold, or cause to be withheld, from
payment any amount of withholding taxes required by law with respect to payments made to
Executive in connection with his employment hereunder. 



        16.
Governing Law. This Agreement shall be governed by the laws of the State of California
without reference to rules relating to conflict of law. 



        17.
Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. 





 
	 	
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        18.
Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this
matter with and obtain advice from his private attorney, has had sufficient time to, and
has carefully read and fully understands all the provisions of this Agreement, and is
knowingly and voluntarily entering into this Agreement. 



        IN
WITNESS WHEREOF, the undersigned have executed this Agreement, in the case of the Company
by its duly authorized officer, as of the day and year first written above: 



MCAFEE, INC. 




	By:  	  	/s/ Kent H.
      Roberts 
      

       Kent H. Roberts, its
      Chief Executive Vice President

      and General Counsel









EXECUTIVE 




	/s/ Eric
      Brown
      

      Eric Brown 	 
      




  Attachments: 




Exhibit A:  Release of Claims 





 
	 	
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EXHIBIT A  



RELEASE
  OF CLAIMS 

  (“Release”)  



        ________________
(“the Executive”) ceased his employment with McAfee, Inc. (“the Company”), a Delaware
corporation, effective ______________, _____. For purposes of this Release, the term “the
Company” shall mean MCAFEE and its subsidiaries and affiliates. 



        1.
Executive’s employment relationship with the Company is ended effective
_____________________. (the Effective Date”). Executive understands that if and only if
he/she signs and returns this Release and complies with Section 13 of the
______________________ Employment Agreement (“Employment Agreement”) signed by Executive
on ___________________, 2004 and fully incorporated herein by reference, Executive will
receive the benefits described in Section 6(c)(ii) of the Employment Agreement. 



        2.
In exchange for the benefits described in Section 6(c)(ii) of Executive’s Employment
Agreement, Executive (on his own behalf and on behalf of Executive’s successors and
assigns) hereby releases the Company and the officers, directors, employees, agents,
stockholders and legal successors and assigns of the Company (the “Released Parties”)
from all claims, actions and causes of action, whether now known or unknown, which
Executive now has, or at any other time had, or shall or may have against the Released
Parties based upon or arising out of any matter, cause, fact, thing, act or omission
whatsoever occurring at any time up to and including the Effective Date (as defined
below), including, but not limited to, any claims for breach of contract, wrongful
termination, fraud, defamation, infliction of emotional distress, discrimination based on
national origin, race, age, sex, sexual orientation, disability or other discrimination
or harassment under Title VII of the Civil Rights Act of 1964, the Age Discrimination In
Employment Act of 1967, the Americans With Disabilities Act, the Fair Employment and
Housing Act or any other applicable state, federal or local law. Executive agrees that
he/she will not file, nor will he/she voluntarily participate in any lawsuit or other
legal, regulatory or administrative proceeding to assert any such claims against any
Released Party. To the extent any claims or rights held by Executive against the Company
cannot be waived or released, Executive hereby irrevocably assigns all his rights and
interest in such claims or rights to the Company. 



        3.
Executive acknowledges that he/she has read section 1542 of the Civil Code of the State
of California which, in its entirety, states: 



	  	
A
general release does not extend to claims, which the creditor does          not know or
suspect to exist in his favor at the time of executing the          release, which if
known by him/her must have materially affected his          settlement with the debtor. 






Executive waives any rights that
he/she has or may have under such section 1542 to the fullest extent that Executive may
lawfully waive such rights pertaining to this Release. If Executive is employed by the
Company in a state other than California, Executive hereby waives any right or benefit
which he/she has under the other state’s statutes similar to section 1542 of the Civil
Code 

















of the State of California to the
fullest extent that he/she may lawfully waive such rights pertaining to this Release.  









        4.
Executive acknowledges that he/she has carefully read and fully understands this Release
and he/she has not relied on any statement, written or oral, which is not set forth in
this document. Executive has consulted with an attorney, or understands that he/she
should consult with an attorney, before signing this Release, and that he/she is giving
up any legal claims he/she has or may have against the Company by signing this Release.
Executive also understands that he/she may take up to 21 days to decide whether to enter
into this Release, and that he/she may revoke this Release within 7 days of signing it,
if he/she wishes to do so. Executive enters into this Release knowingly, willingly and
voluntarily in exchange for the benefits described in Section 6(c)(ii) of his Employment
Agreement, and Executive has had an adequate opportunity to make whatever investigation
or inquiry he/she deems necessary or desirable in connection with the matters addressed
in this Release. Executive understands the Company is not obligated to pay him/her the
benefits described in Section 6(c)(ii) of his Employment Agreement. Executive further
acknowledges that he/she is signing this Release knowingly, willingly and voluntarily in
exchange for the benefits set forth in Section 6(c)(ii) of his Employment Agreement. 



        5.
Executive acknowledges that he/she has continuing obligations under Section 13 of his
Employment Agreement, under certain confidentiality and assignment of inventions
agreements Executive signed in favor of the Company, including
______________________________, ___________________________,
____________________________, and under applicable law. These obligations will not be
revoked, affected or impaired in any way by this Release. 



        6.
Executive acknowledges that as a condition of receiving the benefits described in Section
6(c)(ii) of his Employment Agreement, he/she has executed and returned to the Company on
or before the Effective Date, all Company property in his possession, including but not
limited to, software, equipment, documents, etc. 



        7.
Executive agrees that this Release may not be modified or amended unless such
modification or amendment is in writing and is signed by Executive and by an authorized
officer of McAfee, Inc. 



Signed on ________________________,
___________. 




	McAfee, Inc 	 	Executive Signature and Date	 	 
	 By: 	 	 	 	 
	 	 	 	 	 
	
      

    	 	
      

    	 	 
	George Samenuk 		Eric Brown	 	 
				 	 
	Chairman and Chief Executive Officer