exv10w23






Exhibit 10.23























	 	 	 	 	 
	3965 Freedom Circle

	 	800.338.8754 main
	 	www.mcafee.com
	Santa Clara, CA 95054
	 	 	 	 






February 5, 2008




Gerhard Watzinger

[Address Redacted]




Re: Amendment to October 5, 2007 Offer of Employment



Dear Gerhard:



This letter amends the terms of the offer letter entered into between you and McAfee, Inc. (the
“Company”), dated October 5, 2007 (the “Offer Letter”). Your signature at the end of this letter
indicates your acceptance of and agreement to the terms herein (the “Amendment”).



The Amendment is necessary to bring the Offer Letter into compliance with Section 409A of the
Internal Revenue Code of 1986, as amended, and the final regulations and guidance promulgated
thereunder (“Section 409A”). As drafted, the Offer Letter permits you discretion to decide whether
to delay payment of severance for six (6) months following your termination of employment to avoid
penalty taxes under Section 409A. However, Section 409A prohibits such discretion; therefore, the
below Amendment brings the Offer Letter into compliance with Section 409A by eliminating such
discretion.



The last paragraph on page 2 of the Offer Letter is hereby replaced in its entirety with the
following new paragraph:





“It is not the intention for any payment under this Agreement to create or constitute a
“nonqualified deferred compensation plan” within the meaning of Section 409A of the
Internal Revenue Code of 1986, as amended, and the final regulations and guidance
promulgated thereunder (“Section 409A”). Notwithstanding anything to the contrary in this
Agreement, if you are a “specified employee” within the meaning of Section 409A at the
time of your termination of employment, and the severance payable to you, if any, pursuant
to this Agreement, when considered together with any other severance payments or
separation benefits which may be considered deferred compensation under Section 409A
(together, the “Deferred Compensation Separation Benefits”), then to the extent such
portion of the Deferred Compensation Separation Benefits would otherwise have been payable
within the first six (6) months following your termination of employment, it will become
payable in a single lump sum, less applicable withholding, as soon as administratively
practical after the date six (6) months and one (1) day following the date of your
termination of employment. All subsequent Deferred Compensation Separation Benefits, if
any, will be payable in accordance with the payment schedule applicable to each payment or
benefit. This provision is intended to comply with the requirements of Section 409A so
that none of the severance payments and benefits to be provided hereunder will be subject
to the additional tax imposed under Section 409A, and any ambiguities herein will be
interpreted to so comply. The Company and Executive agree to work together in good faith
to consider amendments to the Agreement and to take such reasonable actions which are
necessary, appropriate,








 









 





















or desirable to avoid imposition of any additional tax or income recognition prior to
actual payment to you under Section 409A.”


In the event of any conflicts or inconsistencies between the provisions of the Amendment and the
Offer Letter and/or any addenda thereto, the provisions of the Amendment will prevail. Except as
set forth in the Amendment, the remainder of the Offer Letter will remain in full force and effect,
unamended.




* * * * *











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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment as of the date
first stated above.




	 	 	 	 	 
	 

	 	MCAFEE, INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ Eric F. Brown
 

By: Eric F. Brown
	 	 
	 

	 	Title: Chief Financial Officer & Chief Operating Officer	 	 
	 
	 	 	 	 
	 

	 	GERHARD WATZINGER	 	 
	 
	 	 	 	 
	 

	 	/s/ Gerhard Watzinger
 

	 	 












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