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                                                                   EXHIBIT 10.33

PAY FOR PERFORMANCE PLAN

GOAL

Our goal at Network Associates is to link individual performance to the
Corporate mission and objectives and to specific Product Lines/Departmental
objectives to achieve a workplace of high-performing individuals and groups who
take responsibility for their work.

INTRODUCTION

Performance enhancement at Network Associates is a continuous process that
includes setting expectations, providing ongoing feedback, holding managers and
staff accountable, and developing professional skills and abilities at all
levels. The Pay for Performance Plan describes a way of managing staff that is
intended to create an environment at Network Associates that values and
encourages ongoing innovation, improvement, and enhancement of the work
performance of each individual.

LINKAGE OF THE PERFORMANCE MANAGEMENT PROCESS TO NETWORK ASSOCIATES' MISSION AND
STRATEGIC GOALS

The strategic vision of Network Associates is to be the World Leader in Security
and Availability for E-Business. In order to make demonstrated progress toward
Network Associates' objectives, each Product Line and/or Department must develop
unique long-term and short-term goals and strategies that are consistent with
the mission of the Company.

The Pay for Performance process should explicitly link an employee's performance
plan to the Company's strategic vision by aligning the performance plan with
their respective Product Line or Department's long-term goals. This alignment
enables an employee to measure his/her performance contribution not only in
terms of skills, competencies, and outcomes and how his/her individual position
contributes to achieving the goals of the Product Line and Department, but also
in terms of a positive contribution to the strategic direction of the Company.

HOW THE PLAN WORKS

Employees Below the Director Level

The Network Associates Pay for Performance Plan provides for a possible 8% bonus
payout award based on two pay components:

o   up to 4% Management By Objective (MBO) paid quarterly (1% of annual base
    salary) based on achievement against the quarterly MBOs and

o   an additional 4% may be funded based on the company meeting its pro-forma
    earnings per share estimates for the calendar year in which performance
    occurred, paid after annual earnings close out date of December 31st
    annually.


Employees at and Above the Director Level

The Network Associates Pay for Performance Plan provides for bonuses payout
awards that range between 20% and 50% of annual base salary, depending on the
employee's level of responsibility. Above the VP level bonuses range from 30% up
to 100% for certain of our most senior executives. For sales employees bonuses
are measured as a percent of total on target earnings. Bonuses are paid pro rata
on a quarterly basis based on MBO's. The company meeting certain earnings
targets is a component of the bonus for some employees at and above the Director
level.

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Payment of Bonus awards

The quarterly bonus award is not earned until the last day of the quarter.
Employees must be actively employed or on an approved leave of absence on the
last business day of the quarter to receive the quarterly bonus award. Employees
who terminate employment for any reason during the quarter or who are not
"active" or on an approved leave of absence on the day the bonus award is earned
are not entitled to the bonus award.

The annual bonus award is not earned until the last day of the year. Employees
must be actively employed or on an approved leave of absence on the last
business day of the year to receive the annual bonus award. Employees who
terminate employment for any reason during the year or who are not "active" or
on an approved leave of absence on the last business day of the year are not
entitled to the bonus award. All active non-sales, regular full-time employees
must have been hired on or before November 1st of the calendar year, and must be
employed on the last business day of the year. Employees hired between January
1st and November 1st will receive a pro-rated bonus award.