Dear Ash:
Exhibit 10.20
September 30, 2020
Dear Ash:
This letter agreement (this “Agreement”) amends and restates the terms of your employment offer letter with McAfee, LLC dated September 4, 2018 (the “Original Agreement”), and becomes effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of McAfee Corp. (“McAfee Corp.”). If the IPO is not consummated on or before March 31, 2021, this Agreement shall be null and void and of no force or effect. To confirm your acceptance of this Agreement, please review this Agreement and countersign where indicated below.
As of and following the Effective Time, you will remain employed by McAfee, LLC (“McAfee” or the “Company”) according to the terms and conditions of employment in this Agreement.
Position. Your position will continue to be Executive Vice President and Chief Product Officer, Enterprise Business Group, reporting to the Chief Executive Officer of McAfee. Your work location will be San Jose, CA.
Base Salary. As part of a competitive compensation package, your annual base pay will continue to be $625,000.
Incentive Program. You will continue to be eligible to participate in the annual incentive program and quarterly incentive Program under McAfee’s corporate bonus plan (as in effect from time to time), with a total annual target of 100% of your annual base salary (i.e., $625,000 based on your current annual base salary). Any bonuses earned will be payable in accordance with McAfee’s corporate bonus plan, as may be amended from time to time, but in no event shall any actual bonus be paid later than 21⁄2 months following the end of the fiscal year for which such compensation is earned. Actual bonus awards may pay below or above your annual target opportunity, including a zero payout, based on your and McAfee’s achievement of the applicable performance goals or objectives.
Long-term incentive plan. You will continue to be eligible to receive equity and equity-based awards in the discretion of the Board of Directors of McAfee Corp. (the “Board”) or its Compensation Committee on such terms and conditions as are determined by the Board or such committee.
Prior Bonuses. If you resign for any reason or are terminated for cause prior to October 31, 2020, you agree to repay $1,400,000 from the hiring and retention bonuses you received under the Original Agreement, and any repayment due will be made to the Company within 1 year following your termination date.
For purposes of this paragraph only, “cause “ means your: (a) misconduct in connection with the performance of your duties as an employee of the Company; (b) commission of or plea of guilty or no contest to a felony or other crime involving moral turpitude; (c) performance of any act of
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fraud, disloyalty or dishonesty in connection with or relating to the business of McAfee or its affiliates; or (d) breach of any provision of any employment or similar agreement between you and the Company or violation of any Company policies or procedures.
Performance Award. If you remain actively employed by McAfee as of May 1, 2021, not later than fifteen (15) days following such date the Company will pay you an amount in cash equal to $1,250,000, subject to all applicable tax withholding.
Comprehensive Benefits. You will continue to be eligible for our 401(k), our health benefits, dental, vision, disability and life insurance. In addition, we offer flexible work arrangements (for some roles), holidays and vacation pay, education reimbursement (with manager approval), and volunteer opportunities. Each of these benefits is subject to the terms and conditions of the benefit program and plans, including waiting periods for some. Nothing in this Agreement shall preclude the Company from amending or terminating any employee benefit plan or program, subject to the terms of the applicable plan or program.
Company Policies. As a Company employee, you agree to abide by the rules and policies of the Company, McAfee Corp. and their affiliates which may change from time to time in accordance with applicable laws. Such policies may include, without limitation, equity ownership requirements, clawback policies, xxxxxxx xxxxxxx policies and policies regarding hedging or pledging of securities.
At Will Employment. Your employment at McAfee is “at will,” which means that both McAfee and you have the right to end your employment at any time, with or without advance notice, and with or without cause.
Entire Agreement. We intend this Agreement to capture completely all the terms of your employment offer with respect to the subject matter hereof and, as of the Effective Time, this Agreement supersedes your Original Agreement, your letter agreement with the Company dated March 23, 2020 and all other prior agreements, arrangements and communications between the parties dealing with such subject matter, whether oral or written; provided that this Agreement will not supersede the letter agreement regarding severance by and among you, McAfee Corp. and McAfee to be dated in or about October 2020 (including all exhibits thereto), all your equity award agreements in effect prior to the Effective Time, any arbitration agreement with McAfee or any of its affiliates, any effective assignment of any invention or other intellectual property to McAfee or any of its affiliates or any other confidentiality, non-competition, non-solicitation of employees, independent contractors or like obligations. Nothing in this Agreement or any other agreement with the Company limits, restricts or in any other way affects you communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity, or requires you to provide notice the Company with notice of the same. You cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (2) in a complaint or other document filed under seal in a lawsuit or other proceeding.
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If you have any questions, please email or call me.
Sincerely,
| /s/ Xxxxxxxx Xxxxx |
| Xxxxxxxx Xxxxx |
| SVP, Chief People Officer |
[Remainder of Page Intentionally Left Blank]
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I understand, accept and agree to the terms of this Agreement.
| /s/ Xxxxxxxx Xxxxxxxx |
| Xxxxxxxx Xxxxxxxx |
[Signature Page to Offer Letter]
