Hundred Fifty Thousand ($350,000.00). Such base salary shall be paid periodically in accordancewith normal Company payroll practices and subject to the usual, required withholding. The Companywill review (in accordance with the policies set by the Compensation Committee of the Board)Executive’s base salary at least once annually starting in January 2005 and, if it deems itappropriate, modify the base salary. Executive’s annualized base salary, as modified as providedherein, shall be referred to as his/her “Base Salary.”          (b) Bonuses. Executive shall be eligible to participate in the executivequarterly incentive bonus program (as it may be amended from time to time), with milestonesbased in part on Company performance and/or in part on Executive’s individual performanceExecutive’s quarterly target incentive is 42.857% of Base Salary for such quarter (the“TargetBonus”). The payment of all or any portion of the Target Bonus for any calendarquarter shall depend on whether the relevant goals are met (or, in the case of a Target Bonus that hastiered goals, which, if any, tier or tiers of goals are met).          (c) Severance.               (i) Termination For Any Reason. Notwithstanding Executive’s entitlementto severance benefits under certain circumstances discussed below in this Section6(c), upon termination of Executive’s employment for any reason, the Company shall pay Executive all Base Salary and accrued but unpaid vacation earned through the date of termination,reimburse Executive for all necessary and reasonable expenses in accordance with Section 4and continue Executive’s benefits under the Company’s then-existing benefit plans and policies forso long as required by applicable law. In addition, if, and only if, the relevant goals for thecalendar quarter in which the termination of Executive’s employment occurs are met then the Companyshall also pay executive the Target Bonus (or the portion of the Target Bonus that would be paidbased on the tiers of goals that are met) for such calendar quarter but prorated based on thequotient of (A) the number of days in the calendar quarter through the date of termination, dividedby (B) the number of days in such calendar quarter. For illustration purposes only, if Executive’sTarget Bonus is $1,000, and Executive is terminated on May 15, and Executive met sufficient goalsto receive a $600 Target Bonus, then his/her actual bonus for the year of termination would be $297($600 x (45/91)).               (ii) Termination Due to Tuiai Disability. Death. Resignation for Good Reason andInvoluntary Termination Other Than for Cause. If (A) Executive dies, (B) Executive resignshis/her employment with the Company due to a Total Disability, (C) Executive resigns his/heremployment with the Company for Good Reason, or (D) Executive’s employment with the Company isterminated by the Company other than for Cause, then, subject to Executive executing, and notrevoking, the Mutual Release of Claims attached hereto as Exhibit A with the Company, (1)Executive shall receive six (6) monthly payments, each equal to the product of (A) 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 payrollpractices, and (2) the Company shall pay the portion of the group health, dental and vision plancontinuation coverage premiums for Executive and his/her covered dependents under Title X of theConsolidated Budget Reconciliation Act of 1985, as amended (“COBRA”). that would have beenpaid by the Company were he/she still employed by the Company, through the lesser of (x) six (6)months from the date of Executive’s termination of employment, or
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(y) the date upon which Executive and his/her covered dependents are eligible to be covered bysimilar plans of Executive’s new employer, and (3) if, and only if, such termination iswithin six (6) months following a Change in Control, then all of Executive’s remaining unvestedstock options and shares of restricted stock shall vest immediately, and, if applicable, theCompany’s right to repurchase all of the same such shares immediately shall lapse.               (iii) Involuntary Termination for Cause or Resignation Other Than ForGood Reason. In the event Executive terminates his/her employment other than for GoodReason or Executive’s employment is involuntarily terminated by the Company for Cause, then allvesting of stock options, restricted stock and any other equity compensation shall terminateimmediately and all payments of compensation by the Company to Executive hereunder shallimmediately 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), toexercise any stock options vested through the date of termination).               (iv) Definitions.                    (1) Termination for Cause. A termination of Executive’semployment for “Cause” means a termination of Executive’s employment by the Company basedupon 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 withExecutive carrying out his/her responsibilities as an employee, (b) any intentional refusal orwillful failure to carry out the reasonable instructions of the CEO or the Board, (c) Executive’sconviction of, or plea of nolo contendere to, a misdemeanor crime of moral turpitude or afelony, (d) Executive’s gross misconduct in connection with the performance of his/herduties hereunder, or (e) Executive’s material breach of his/her obligations under this Agreementand any other agreement to which Executive and the Company or its Affiliate is a party.                    (2) Change in Control. “Change in Control” shall mean any ofthe 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 Companyor any Affiliate thereof or any Affiliate of a shareholder of the Company immediately prior tosuch acquisition, of beneficial ownership (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) of 50% or more of the combined voting power or economic interests of thethen outstanding voting securities of the Company entitled to vote generally in the election ofdirectors;                         (B) A change in the composition of the Board occurringwithin a twenty-four month period, as a result of which fewer than a majority of the directors ofthe Board are Incumbent Directors. The term “Incumbent Directors” means members of theBoard who are (I) members of the Board of the date hereof, or (II) elected, or nominated forelection, to the Board with the affirmative votes of at least a majority of the Incumbent Directorsat the time of such election or nomination (but shall not include an individual whose election or
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nomination is in connection with an actual or threatened proxy contest relating to the election ofdirectors to the Company);                         (C) a reorganization, merger, or consolidation, in eachcase, with respect to which all or substantially all of the Persons that were the respectivebeneficial owners of the voting securities of the Company immediately prior to suchreorganization, merger, or consolidation do not, following such reorganization, merger, ofconsolidation, beneficially own, directly or indirectly, more than 50% of the combined voting powerof the then outstanding voting securities entitled to vote generally in the election of directorsof Company resulting from such reorganization, merger, or consolidation; or                         (D) the sale or other disposition of all or substantiallyall of the assets of the Company in one transaction or series of related transactions.                         (E) Notwithstanding the foregoing, a Change in Controlshall not be deemed to occur because a majority or more of the outstanding voting securities of theCompany is acquired by (I) a trustee or other fiduciary holding securities under one or moreemployee 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 theCompany in approximately the same proportion as their ownership of stock in the Company immediatelyprior to such acquisition.                    (3) Resignation for Good Reason. A resignation for “GoodReason” means the resignation by Executive of his/her employment within ninety (90) days of theoccurrence 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 material reduction by theCompany in Executive’s Base Salary and/or Target Bonus, (b) a material reduction by the Company inExecutive’s benefits, (c) a reduction by the Company in Executive’s title and/or a materialreduction in Executive’s authority and/or duties without a Sufficient Basis, or (d) therequirement by Executive’s supervisor that Executive relocate more than thirty-five (35) milesfrom his/her 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 therelevant goals for a Target Bonus is not a Good Reason.                    The term “Good Reason Process” shall mean that (i) a GoodReason has occurred; (ii) Executive notifies the Company in writing of the occurrence of the GoodReason; (iii) Executive cooperates in good faith with the Company’s efforts, for a period of atleast 30 days following such notice, to modify Executive’s employment situation in a mannerreasonably acceptable to Executive and the Company; (iv) notwithstanding such efforts, one or moreof the Good Reasons continues to exist for a period of 30 days following such notice and has notbeen 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 theCompany based upon a serious violation of Company policy or this Agreement or any other agreementbetween the Company (or its Affiliate) and Executive, or Executive’s failure to perform his/herduties pursuant to this Agreement.
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                    (4) Total Disability. “Total Disability” shall meanExecutive’smental or physical impairment which prevents Executive from performing the responsibilities andduties of his/her position for 180 consecutive days or six (6) months in the aggregate during anytwelve (12) month period. Any question as to the existence or extent of Executive’s mental orphysical impairment upon which Executive and the Company cannot agree shall be resolved by aqualified independent physician who is an acknowledged expert in the area of the mental or physicalimpairment, selected in good faith by the Board and approved by Executive, which approval shall notunreasonably be withheld. Upon the existence and required duration of such Total Disability, theCompany may then terminate Executive’s employment for such reason by giving Executive writtennotice of termination for such reason.                    (5) Affiliate and Person. “Affiliate” means anyPerson thatdirectly or indirectly controls, is controlled by, or is under common control with, the Person inquestion. As used in this definition, the term “control” means the possession, directly orindirectly, of the power to direct or cause the direction of the management and policies of aPerson, whether through ownership of voting securities, by contract or otherwise. The term“Person” means an individual or a corporation, partnership, trust, estate, unincorporatedorganization, association, or other entity.          (d) 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 Executivepursuant to this Agreement.     5. Assignment. This Agreement shall be binding upon and inure to the benefit of(a) the heirs, beneficiaries, executors and legal representatives of Executive uponExecutive’sdeath, and (b) any successor of the Company. Any such successor of the Company shall bedeemed substituted for the Company under the terms of this Agreement for all purposes. Noneof the rights of Executive to receive any form of compensation payable pursuant to thisAgreement shall be assignable or transferable except through a testamentary disposition or bythe 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 therights ofExecutive to receive any form of compensation hereunder shall be null and void.     6. Notices. All notices, requests, demands and other communications called forhereunder shall be in writing and shall be deemed given if (i) delivered personally or *by*facsimile, (ii) one (1) day after being sent by Federal Express or a similar commercialovernightservice, or (iii) three (3) days after being mailed by registered or certified mail, returnreceiptrequested, prepaid and addressed to the parties at the following addresses, or at such otheraddresses as the parties may designate by written notice in the manner aforesaid:       If to the Company: McAfee, Inc    5000 Headquarters Drive    MS 1S 271
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         Plano, Texas 75204    Attn:   General Counsel       If to Executive: Christopher Bolin     7. Severability. In the event that any provision hereof becomes or is declared by acourt of competent jurisdiction to be illegal, unenforceable or void, this Agreement shallcontinue in full force and effect without said provision.     8. Entire Agreement. This Agreement; the Employee Inventions and ConfidentialityAgreement between Executive and the Company; Executive’s acknowledgement of theEmployee Handbook; the Executive’s acknowledgement of the Company’s Insider TradingPolicy and the various Stock Option Grant Agreements between the Executive and the Companyrepresent the entire agreement and understanding between the Company and Executiveconcerning Executive’s employment relationship with the Company, and supersede and replaceany and all prior agreements and understandings concerning Executive’semploymentrelationship with the Company.     9. Non-Binding Mediation. Arbitration and Equitable Relief.          (a) The parties agree to make a good faith attempt to resolve any dispute orclaim 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 thisAgreement is not settled by the parties hereto, the parties shall attempt in good faith toresolve such dispute or claim by non-binding mediation in Santa Clara, California to be conducted byone mediator belonging to either the American Arbitration Association or JAMS. The mediationshall be held within thirty (30) days of the request therefore, unless the parties agree to alater 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, toarbitrate before a single neutral arbitrator, in accordance with the National Rules for theResolution of Employment Disputes of the American Arbitration Association regardingdiscovery, any dispute or controversy arising out of, relating to, or in connection with thisAgreement, or the interpretation, validity, construction, performance, breach, or terminationthereof, which has not been resolved by negotiation or mediation as set forth in Sections9(a) and 9(b), except that any dispute or claim for workers’ compensation benefits orunemployment insurance benefits, shall be excluded from this agreement to arbitrate.          (d) The Company shall pay the cost of the arbitration filing and hearing feesand the cost of the arbitrator, and any other expense or cost that is unique to arbitration orthat Executive would not be required to bear if he/she were free to bring the dispute or claim incourt. Each party shall bear its own attorneys’ fees, unless otherwise determined by the arbitrator.The arbitration shall take place in Santa Clara, California. The arbitrator shall apply Californialaw, without reference to rules of conflicts of law, to the resolution of any dispute. Thearbitrator shall issue a written award that sets forth the essential findings and conclusions on whichthe
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award is based. Judgment on the award rendered by the arbitrator may be entered in any court havingjurisdiction thereof. The award shall be subject to correction, confirmation, or vacation, asprovided by any applicable California case law setting forth the standard of judicial review ofarbitration awards. Executive and the Company each understand and agree that the arbitration of anydispute or controversy listed in Section 9(c) shall be instead of a hearing or trial beforea court or jury. Executive and the Company each understand that Executive and the Company areexpressly waiving any and all rights to a hearing or trial before a court or jury regarding anydispute or controversy listed in Section 9(c) which they now have or which they may have inthe future. Nothing in this Agreement shall be interpreted as restricting or prohibiting Executivefrom filing a charge or complaint with a federal, state, or local administrative agency chargedwith investigating and/or prosecuting such charges or complaints under any applicable federalstate, or municipal law or regulation.          (e) Notwithstanding the foregoing provisions of this Section 9. the parties mayapply to any court of competent jurisdiction for preliminary or interim equitable or injunctiverelief, or to compel arbitration in accordance with this Section 9. without breach of thisSection 9.     10. Covenants Not to Compete and Not to Solicit.          (a) Covenant Not to Compete. Upon Executive’s resignation for any reason after aChange in Control has occurred or termination by the Company for any reason after a Change inControl has occurred, Executive agrees that until the end of the twelve (12) month periodfollowing the date of the termination of his/her employment, Executive will not directly engage in(whether as an employee, consultant, proprietor, shareholder, owner, partner, director orotherwise), 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 networksecurity 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, orsale of anti virus or network security software or hardware, including but not limited to thefollowing entities: Cisco Systems (security business unit only), Computer Associates , Dr. Ahn’s,Fortinet, Fsecure, Internet Security Systems, Intrusion Inc., Juniper, Panda, RSA, SecureComputing, 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, andthe 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 businessunit 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 oranti-virus network security software, as long as Executive has no responsibilities or duties forany 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 networksecurity software. Ownership of less than 3% of the outstanding voting stock of a Subject Entityshall not constitute a violation of this Section 10(a).
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          (b) Covenant Not to Solicit. Upon Executive’s resignation for any reasorafter a Change in Control has occurred or termination by the Company for any reason after aChange in Control has occurred, Executive agrees that he/she will not, at any time during thetwenty four (24) months following his termination date, directly or indirectly solicit anyindividuals to leave the Company’s employ for any reason or interfere in any other manner withthe employment relationships at the time existing between the Company and its currentemployees.          (c) Reformation. In the event that the provisions of this Section 10 shouldever be deemed to exceed the time, geographic or scope of activities limitations permitted byapplicable law, then such provisions shall be reformed to the maximum time, geographic orscope of activities limitations, as the case may be, permitted by applicable laws.          (d) Forfeiture of Severance. If Executive has engaged in any conductprohibited by Section 10(a) or 10(b) above, the Company will have the right toimmediately suspend any payments to or made on behalf of Executive pursuant to Section 4(c)(ii) ofthis Agreement, and Executive forfeits any rights he/she has to such payments.     (e) Representations. Executive represents that he/she (i) is familiar with thecovenants in this Section 10. and (ii) is fully aware of his/her obligations hereunder,and (iii) the covenants contained in this Section 10 are reasonable.     11. No Oral Modification. Cancellation or Discharge. This Agreement may only beamended, canceled or discharged in writing signed by Executive and the Company actingthrough the CEO, its general counsel or the Chief Financial Officer of the Company.     12. 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 madeto Executive in connection with his/her employment hereunder.     13. No Mitigation. Executive shall not be required to mitigate the value of anyseverance benefits contemplated by this Agreement, nor shall any such benefits be reduced byany earnings or benefits that Executive may receive from any other source.     14. Governing Law. This Agreement shall be governed by the laws of the State ofCalifornia without reference to rules relating to conflict of law.     15. Acknowledgment. Executive acknowledges that he/she has had the opportunityto discuss this matter with and obtain advice from his/her private attorney, has hadsufficient time to, and has carefully read and fully understands all the provisions of this Agreement,and is knowingly and voluntarily entering into this Agreement.
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     IN WITNESS WHEREOF, the undersigned have executed this Agreement:     MCAFEE, INC.    By: /S/ Kent H. Roberts     Executive Vice President and General Counsel   EXECUTIVE     /s/ Christopher Bolin Christopher Bolin  Attachments:Exhibit A: Mutual Release of Claims
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**EXHIBIT A****RELEASE OF CLAIMS**