exv10w41







Exhibit 10.41




MCAFEE, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT




     RECITALS



          A. The Board has adopted the Company’s 2010 Equity Incentive Plan (the “Plan”) for the purpose
of retaining the services of selected Service Providers of the Company (or any Parent or
Subsidiary).




          B. The Participant is to render valuable services to the Company (or a Parent or Subsidiary),
and this agreement (“Award Agreement”) is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Company’s issuance of Shares to the Participant under
the Plan.




          C. Any capitalized terms used in this Award Agreement but not otherwise defined in this Award
Agreement shall have the meanings ascribed to such terms in the Plan. In the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of this Award Agreement,
the terms and conditions of the Plan shall prevail.




     NOW, THEREFORE, it is hereby agreed as follows:



          1. Grant of Restricted Stock Units. The Company hereby awards to the Participant, as
of the date set forth below (the “Award Date”), Stock Units as defined under the Plan (“Restricted
Stock Units”). Each Restricted Stock Unit represents the right to receive one Share on the vesting
date of that unit. Past services are deemed to be full consideration equal to the Restricted Stock
Unit par value. The number of Shares subject to the awarded Restricted Stock Units, the applicable
vesting schedule for the Restricted Stock Units and the underlying Shares, the dates on which those
vested Shares shall be issued to the Participant and the remaining terms and conditions governing
the award (the “Award”) shall be as set forth in this Award Agreement[, including Appendix
B, which includes any country-specific terms for the Participant’s country of
residence.][NON-U.S. FORM ONLY]




AWARD SUMMARY




	 	 	 

	Participant
	 	 
	Name and ID:

	 	_____________
	 
	 	 
	Award Date:

	 	_____________
	 
	 	 
	Number of
	 	 
	Shares Subject
	 	 
	to Award:

	 	_____________Shares
	 
	 	 
	Vesting

	 	The Shares shall vest as follows:






 









 






	 	 	 

	Schedule:

	 	_____________
	 
	 	 
	 

	 	Such dates are herein designated the
“Vesting Dates”. In no event shall any
Shares vest after the date of the
Participant’s termination as a Service
Provider.
	 
	 	 
	Issuance Schedule

	 	The Shares in which the Participant vests
in accordance with the foregoing Vesting
Schedule will be issuable immediately upon
vesting.
	 
	 	 
	 

	 	However, the actual number of vested
Shares to be issued will be subject to the
automatic Share withholding provisions of
Paragraph 6 pursuant to which the
applicable Withholding Taxes are to be
collected. “Withholding Taxes” shall mean
the federal, state and local income taxes
and the employee portion of the federal,
state and local employment taxes required
to be withheld by the Company in
connection with the issuance of the
Shares which vest under of the
Award.






          2. Limited Transferability. Prior to actual receipt of the Shares which vest
hereunder, the Participant may not sell, pledge, assign, hypothecate, transfer or dispose of in any
way (whether by operation of law or otherwise) any interest in the Award or the underlying Shares,
except pursuant to a domestic relations order governing the division of marital property. Upon any
attempt to sell, pledge, assign, hypothecate, transfer or otherwise dispose of this Award, or any
right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this Award and the rights and privileges conferred hereby immediately will become
null and void. Any Shares which vest hereunder but which otherwise remain unissued at the time of
the Participant’s death may be transferred pursuant to the provisions of the Participant’s will or
the laws of inheritance or to the Participant’s designated beneficiary or beneficiaries of this
Award. The Participant may make such a beneficiary designation at any time by filing the
appropriate form with the Administrator or its designate.




          3. Cessation as a Service Provider. Except as otherwise provided herein, should the
Participant cease to be a Service Provider for any reason prior to vesting in one or more Shares
subject to this Award, then the Award will be immediately cancelled with respect to those unvested
Shares, and the number of Restricted Stock Units will be reduced accordingly. The Participant shall
thereupon cease to have any right or entitlement to receive any Shares under those cancelled units.




          4. Change in Control.




              (a) In the event of a merger or Change in Control, each outstanding Award will be treated as
the Administrator determines without the Participant’s consent according to section 15 (c) of the
Plan.



              (b) This Award Agreement shall not in any way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure or



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to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.




          5. Adjustment in Shares. The number of Shares subject to the Award shall be subject
to adjustment as provided in Section 15(a) of the Plan.




          6. Issuance of Shares of Common Stock.




              (a) At such time as is set forth in the Issuance Schedule described in Paragraph 1 of this
Award, the Company shall issue to or on behalf of the Participant a certificate (which may be in
electronic form) for the applicable number of underlying Shares, subject, however, to the Share
withholding provisions of Paragraph 6(b) pursuant to which the applicable Withholding Taxes are to
be collected. Prior to actual payment of any vested Shares, the Restricted Stock Units shall
represent an unsecured obligation. [Notwithstanding anything in the Plan or this Award Agreement
to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the
Restricted Stock Units is accelerated in connection with the Participant’s termination as a Service
Provider (provided that such termination is a “separation from service” within the meaning of
Section 409A, as determined by the Company), other than due to death, and if (x) the Participant is
a “specified employee” within the meaning of Section 409A at the time of such termination and (y)
the payment of such accelerated Restricted Stock Units will result in the imposition of additional
tax under Section 409A if paid to the Participant on or within the six (6) month period following
the Participant’s termination as a Service Provider, then the payment of such accelerated
Restricted Stock Units will not be made until the date six (6) months and one (1) day following the
date of such termination, unless the Participant dies during such six (6) month period, in which
case, the Restricted Stock Units will be paid to the Participant’s estate as soon as practicable
following his or her death, subject to Paragraph 6(b). It is the intent of this Award Agreement to
comply with, or be exempt from, the requirements of Section 409A so that none of the Restricted
Stock Units provided under this Award Agreement or Shares issuable thereunder will be subject to
the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so
comply. For purposes of this Award Agreement, “Section 409A” means Section 409A of the Code, and
any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance
thereunder, as each may be amended from time to time.][U.S. FORM ONLY]



               (b) On the date the vested Shares are to be issued hereunder to the Participant, the Company
shall automatically withhold a portion of those vested Shares with a Fair Market Value (measured as
of the vesting date) equal to the amount of the applicable Withholding Taxes; provided, however,
that the amount of the Shares so withheld shall not exceed the amount necessary to satisfy the
Company’s required tax withholding obligations using the minimum statutory withholding rates for
federal and state tax purposes, including payroll taxes, that are applicable to supplemental
taxable income. No fractional Share shall be so withheld, and the Participant shall pay that
portion of the Withholding Taxes in cash to the Company, either directly or through withholding
from his or her other wages. [The Participant shall pay to the Company or the Parent or Subsidiary
employing the Participant any amount of Tax Withholding that is due with respect to the Restricted
Stock Unit that cannot be satisfied by the means previously discussed.][NON-U.S. FORM ONLY]



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               (c) In no event will any fractional Shares be issued.



               (d) The holder of this Award shall not have any stockholder rights, including voting or
dividend rights, with respect to the Shares subject to the
Award until the Participant becomes the record holder of those Shares following their actual
issuance after the satisfaction of the applicable Withholding Taxes.



          7. Compliance with Laws and Regulations.




               (a) The issuance of Shares pursuant to the Award shall be subject to compliance by the Company
and the Participant with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq Stock Market, if applicable) on which
the Common Stock may be listed for trading at the time of such issuance.



               (b) The inability of the Company to obtain approval from any regulatory body having authority
deemed by the Company to be necessary to the lawful issuance of any Common Stock hereby shall
relieve the Company of any liability with respect to the non-issuance of the Common Stock as to
which such approval shall not have been obtained. The Company, however, shall use its best efforts
to obtain all such approvals.



          8. Successors and Assigns. Except to the extent otherwise provided in this Award
Agreement, the provisions of this Award Agreement shall inure to the benefit of, and be binding
upon, (i) the Company and its successors and assigns and (ii) the Participant, the Participant’s
assigns, the legal representatives, heirs and legatees of the Participant’s estate and any
beneficiaries of the Award designated by the Participant.




          9. Notices. Any notice required to be given or delivered to the Company under the
terms of this Award Agreement shall be in writing and addressed to the Company at its principal
corporate offices. Any notice required to be given or delivered to the Participant shall be in
writing and addressed to the Participant at the address indicated below the Participant’s signature
line on this Award Agreement. All notices shall be deemed effective upon personal delivery or upon
deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.




          10. Construction. This Award Agreement and the Award evidenced hereby are made and
granted pursuant to the Plan and are in all respects limited by and subject to the terms of the
Plan. All decisions of the Administrator with respect to any question or issue arising under the
Plan or this Award Agreement shall be conclusive and binding on all persons having an interest in
the Award.




          11. Governing Law. The interpretation, performance and enforcement of this Award
Agreement shall be governed by the laws of the State of California without resort to that State’s
conflict-of-laws rules.




          12. Employment at Will. Nothing in this Award Agreement or in the Plan shall confer
upon the Participant any right to continue in employment or service for any period of





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specific
duration or interfere with or otherwise restrict in any way the rights of the Company (or any
Parent or Subsidiary employing or retaining Participant) or of the Participant, which rights are
hereby expressly reserved by each, to terminate the Participant’s employment or service
relationship with the Company (or any Parent or Subsidiary employing or retaining Participant) at any time for any reason, with or without
cause.




          13. [Nature of Grant; No Entitlement; No claim for Compensation. In accepting the
grant of this Award for the number of Shares as specified above, the Participant acknowledges,
understands, and agrees that:




               (a) The Plan is established voluntarily by the Company; it is discretionary in nature and may
be modified, amended, suspended or terminated by the Company at any time. The grant of this Award
is voluntary and occasional and does not create any contractual or other right to receive future
grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the
past. All decisions with respect to future awards, if any, will be at the sole discretion of the
Administrator.



               (b) The Participant is voluntarily participating in the Plan. The Award and the Shares
subject to the Award are not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination, redundancy,
dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare
benefits or similar payments.



               (c) In the event that the Participant’s employer is not the Company, the grant of the
Award
will not be interpreted to form an employment contract or relationship with the Company and,
furthermore, the grant of the Award will not be interpreted to form an employment contract with the
Participant’s employer or any Subsidiary.



               (d) The future value of the underlying Shares is unknown and cannot be predicted with
certainty.



               (e) If the Participant resides outside the U.S., the following additional provisions shall
apply:



                    (i) the Award and the Shares subject to the Award are an
extraordinary item that does not
constitute compensation of any kind for services of any kind rendered to the Company or its Parent
or Subsidiaries, and which is outside the scope of the employment contract, if any;



                    (ii) the Award and the Shares subject to the Award are not
intended to replace any pension
rights or compensation; and



                    (iii) no claim or entitlement to compensation or damages shall
arise from forfeiture of the
Award resulting from termination of the Participant as a Service Provider for the Company or any
Subsidiary (for any reason whatsoever), and in consideration of the Award to which the Participant
is otherwise not entitled, the Participant irrevocably agrees



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never to institute a claim against
the Company and any Subsidiary, waive his or her ability, if any, to bring such a claim, and
release the Company and the Employer from any such claim; if, notwithstanding the foregoing, any
such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed
irrevocably to have agreed not to pursue such claim and to execute any and all documents necessary
to request the dismissal of withdrawal of such claims.][NON-U.S. FORM ONLY]




          14. [Data Privacy.




               (a) This Section 14 applies if the Participant resides outside the U.S.: The
Participant
hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or
other form, of the Participant’s personal data as described in this Award Agreement by and among,
as applicable, the Participant’s employer, the Company and its Parent and Subsidiaries for the
exclusive purpose of implementing, administering and managing the Participant’s participation in
the Plan.



               (b) The Participant understands that the Participant’s employer, the Company and its
Parent
and Subsidiaries, as applicable, hold certain personal information about the Participant regarding
the Participant’s employment, the nature and amount of the Participant’s compensation and the fact
and conditions of the Participant’s participation in the Plan, including, but not limited to, the
Participant’s name, home address and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any shares of stock or directorships
held in the Company and its Parent and Subsidiaries, details of all options, awards or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor (the “Data”), for the purpose of implementing, administering and managing the
Plan. The Participant understands that the Data may be transferred to any third parties assisting
in the implementation, administration and management of the Plan, including but not limited to
outside auditors, that these recipients may be located in the Participant’s country, or elsewhere,
and that the recipient’s country may have different data privacy laws and protections than the
Participant’s country. The Participant understands that the Participant may request a list with
the names and addresses of any potential recipients of the Data by contacting the Participant’s
local human resources representative. The Participant authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Participant’s participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third party. The
Participant understands that the Data will be held only as long as is necessary to implement,
administer and manage the Participant’s participation in the Plan. The Participant understands
that the Participant may, at any time, view the Data, request additional information about the
storage and processing of the Data, require any necessary amendments to the Data or refuse or
withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s
local human resources representative. The Participant understands, however, that refusing or
withdrawing the Participant’s consent may affect the Participant’s ability to participate in the
Plan. For more information on the consequences of the Participant’s refusal to consent or
withdrawal of consent, the Participant understands that the Participant may contact Participant’s
local human resources representative.][NON-U.S. FORM ONLY]



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          15. [Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any document related to the Award, the Plan or future awards that may be granted under the Plan by
electronic means, and the Participant hereby consents to receive such documents by electronic
delivery.][NON-U.S. FORM ONLY]




          16. Restrictions on Sale of Securities. The Shares issued as payment for vested
Restricted Stock Units under this Award Agreement will be registered under U.S. federal securities
laws and will be freely tradable upon receipt. However, a Participant’s subsequent sale of the
Shares may be subject to any market blackout-period that may be imposed by the Company and must
comply with the Company’s insider trading policies, and any other applicable securities laws.




          17. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Award Agreement.




          18. Award Agreement Severable. In the event that any provision in this Award
Agreement will be held invalid or unenforceable, such provision will be severable from, and such
invalidity or unenforceability will not be construed to have any effect on, the remaining
provisions of this Award Agreement.




          19. Modifications to the Award Agreement. This Award Agreement constitutes the entire
understanding of the parties on the subjects covered. The Participant expressly warrants that he
or she is not accepting this Award Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Award Agreement or the Plan
can be made only in an express written contract executed by a duly authorized officer of the
Company. [Notwithstanding anything to the contrary in the Plan or this Award Agreement, the
Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in
its sole discretion and without the consent of the Participant, to comply with Section 409A or to
otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to
the actual payment of Shares pursuant to this Award.][U.S. FORM ONLY]




          20. Amendment, Suspension or Termination of the Plan. By accepting this Award, the
Participant expressly warrants that he or she has received a right to receive stock under the Plan,
and has received, read and understood a description of the Plan. The Participant understands that
the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at
any time.




          21. [Appendix. Notwithstanding any provisions in this Award Agreement, the Award shall
be subject to any special terms and conditions set forth in any Appendix to this Agreement for
Participant’s country. Moreover, if Participant relocates to one of the countries included in the
Appendix, the special terms and conditions for such country will apply to Participant, to the
extent the Company determines that the application of such terms and conditions is necessary or
advisable in order to comply with local law or facilitate the administration of the Plan. The
Appendix constitutes part of this Award Agreement.][NON-U.S. FORM ONLY]







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          22. [Imposition of Other Requirements. The Company reserves the right to impose other
requirements on Participant’s participation in the Plan, on the Award and on any Shares acquired
under the Plan, to the extent the Company determines it is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan, and to require the Participant
to sign any additional agreements or undertakings that may be necessary to accomplish the
foregoing.][NON-U.S. FORM ONLY]







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          By Participant’s electronic acceptance and/or signature and the signature of the Company’s
representative below, the Participant and the Company agree that this Award is granted under and
governed by the terms and conditions of the Plan and this Award Agreement. Participant has reviewed
and fully understands all provisions of the Plan and this Award Agreement in their entirety, and
has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement.
Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator upon any questions relating to the Plan and this Award
Agreement.




	 	 	 	 	 	 	 	 	 	 	 

	MCAFEE, INC.	 	 	 	PARTICIPANT	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	Name:

	 	 

	 	 	 	Name:
	 	 

	 	 
	Title:

	 	 

	 	 	 	 	 	 

	 	 
	 

	 	 

	 	 	 	 	 	 	 	 






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