Executive Employment Agreement
Exhibit
10.1
This Executive Employment
Agreement (the “Agreement”), dated August 18, 2010 (the “Agreement
Date”), is entered into by and among McAfee, Inc., a Delaware corporation (the “Company”),
Intel Corporation, a Delaware corporation (“Parent”), and Xxxxx X. XxXxxx (“Executive”) (collectively, the
“parties”).
RECITALS
WHEREAS, pursuant to the Agreement
and Plan of Merger (the “Merger Agreement”), dated August 18,
2010 among Parent, Jefferson Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of
Parent (“Merger Sub”), and the Company, Merger Sub shall be merged with and into the Company, and
the Company shall continue as the surviving corporation and a wholly owned subsidiary of Parent
(the “Transaction”);
WHEREAS, the parties wish to provide for Executive’s employment with the Company following the
Transaction;
WHEREAS, as a condition and material inducement for Parent to enter into the Merger Agreement
and consummate the Transaction, Executive is entering into this Agreement concurrently with the
execution of the Merger Agreement;
WHEREAS, this Agreement shall become effective immediately preceding the Closing Date, as
defined in the Merger Agreement (the “Effective Date”);
WHEREAS, the Company and Executive have entered into that certain Change of Control and
Retention Agreement, effective February 1, 2010 (the “Change of Control Agreement”); and
WHEREAS, the Company and Executive have entered into that certain letter agreement, originally
dated February 23, 2007, as amended through February 1, 2008 (the “Prior Employment Agreement”),
which, effective as of the Effective Date, shall be terminated and replaced in its entirety by this
Agreement. This Agreement shall govern the employment relationship between Executive and the
Company from and after the Effective Date and, except as otherwise provided herein with respect to
the Change of Control Agreement, supersedes and negates all previous agreements with respect to
such relationship, including, without limitation, the Prior Employment Agreement.
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
I. POSITION AND RESPONSIBILITIES
A. Position. As of the Effective Date, Executive shall be employed by the Company for the
Period of Employment (as defined in Section I.D) to render services to the Company in the position
of President of the Company, reporting to the Senior Vice President and General
sd-528440
Manager of the
Software and Services Group of Parent. During the Period of Employment, Executive shall perform
such duties and responsibilities as are normally related to such position in accordance with the
standards of the industry and any additional duties now or hereafter assigned to Executive by the
Company or Parent. Executive shall abide by the rules, regulations, and practices as adopted or
modified from time to time in the Company’s sole discretion.
B. Other Activities. Except upon the prior written consent of the Company, Executive will
not, during the Period of Employment, (i) accept any other employment, or (ii) engage, directly or
indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that
might interfere with Executive’s duties and responsibilities hereunder or create a conflict of
interest with the Company. Executive’s service on the boards of directors (or similar body) of
other business entities is subject to the approval of the Parent, provided, however, that Executive
may continue to serve on the board of directors of Polycom, Inc., subject to Parent’s policy and
approval procedures with respect to service on the boards of directors (or similar bodies) of other
business entities, as such policy and approval procedures may change from time to time. The
Company shall have the right to require Executive to resign from any board or similar body which he
may then serve if the Company or Parent reasonably determines in writing that Executive’s service
on such board or body interferes with the effective discharge of Executive’s duties and
responsibilities to the Company or that any business related to such service is then in competition
with any business of the Company, Parent or any of their respective affiliates, successors or
assigns.
C. No Conflict. Executive represents and warrants that Executive’s execution of this
Agreement, employment with the Company, and the performance of Executive’s proposed duties under
this Agreement shall not violate any obligations Executive may have to any other employer, person
or entity, including any obligations with respect to proprietary or confidential information of any
other person or entity.
D. Period of Employment. The “Period of Employment” shall be a period of two (2) years
commencing on the Effective Date and ending at the close of business on the second (2nd)
anniversary of the Effective Date. Notwithstanding the foregoing, the Period of Employment is
subject to earlier termination as provided below in this Agreement.
II. COMPENSATION AND BENEFITS
A. Base Salary. In consideration of the services to be rendered under this Agreement, during
the Period of Employment, the Company shall pay Executive a salary at the rate of nine hundred
fifty thousand Dollars ($950,000) per year (“Base Salary”). The Base Salary shall be paid in
accordance with the Company’s regularly established payroll practice. Executive’s Base Salary will
be reviewed from time to time in accordance with the established
procedures of the Company or Parent for adjusting salaries for similarly situated employees
and may be increased, but not decreased, in the sole discretion of Parent.
B. Bonus. During the Period of Employment, Executive shall be eligible to receive an annual
incentive bonus (the “Bonus”) on terms applicable to Company employees generally. The annual
target amount of the Bonus shall be one million and fifty thousand Dollars ($1,050,000). The
amount of the Bonus paid shall be determined by Executive’s supervisors in
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their sole discretion,
based on performance objectives established for the Company employees generally for the relevant
period. The Bonus will be paid at the same time as bonuses for other executive officers provided
that Executive remains employed with the Company through the payment date. The annual target
amount of Executive’s Bonus will be reviewed from time to time in accordance with the established
procedures of the Company or Parent for adjusting salaries for similarly situated employees and may
be increased, but not decreased, in the sole discretion of Parent.
C. Benefits. During the Period of Employment, Executive shall be eligible to participate in
the benefits made generally available by the Company to similarly-situated executives, in
accordance with the benefit plans established by the Company, and as may be amended from time to
time in the Company’s sole discretion. Without limiting the generality of the foregoing, the
Executive will be entitled to the following benefits:
1. Executive will be entitled to receive paid annual vacation with vacation accrual of not
less than twenty (20) days per year in accordance with Company policy.
2. The Company will reimburse Executive for reasonable travel and other business expenses
incurred by him in the furtherance of his duties to the Company, in accordance with the Company’s
expense reimbursement policy. Executive shall be permitted to fly in business class when traveling
on Company business, or first class if business class is unavailable.
D. Equity Awards.
1. If, at the Effective Time of the Merger (as such term is defined in the Merger Agreement),
Executive holds any outstanding Company Stock Options, Company RSUs and Company PSUs (as such terms
are defined in the Merger Agreement) that were granted prior to the date the Merger Agreement was
signed (August 18, 2010), the vesting schedule for such outstanding equity awards, to the extent not
already vested, shall be accelerated by the lesser of (i) a period of one (1) year or (ii) the
period of time or number of shares set forth in a schedule to be provided in writing by Executive
to Parent within thirty (30) days following August 18, 2010. For purposes of clarity, as it applies to Company PSUs,
the vesting acceleration described in the preceding sentence shall apply to Executive’s Company
PSUs that are outstanding at the Effective Time of the Merger after the vesting schedule of such
Company PSUs is converted to time-based vesting in accordance with Section 4 of the Change of
Control Agreement (assuming that the final vesting date after such conversion is the 18-month
anniversary of the Closing Date). For purposes of clarity, acceleration for a period of one (1)
year (or such lesser time in accordance with subsection (ii) above) means that each scheduled
vesting date of each equity
award scheduled to vest will be advanced twelve (12) months (or the shorter period of time
determined in accordance with subsection (ii) above) from the original scheduled vesting date. To
the extent that an award (or portion thereof) is scheduled to vest within one (1) year following
the Effective Time of the Merger, that award (or portion thereof) will become immediately vested
and, to the extent applicable, exercisable at the Effective Time of the Merger.
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2. As determined by Parent, in its sole discretion, Executive will be eligible for grants of
equity compensation awards under a stock plan maintained by Parent in accordance with the Company’s
policies, as in effect from time to time, and subject to such terms and conditions as the Parent
determines, including vesting criteria such as continued service or performance objectives.
E. Change of Control Agreement. The Change of Control Agreement shall continue to be in full
force and effect until the Change of Control Agreement expires in accordance with Section 1(a) of
such agreement, except that Executive, the Company and Parent agree that the duties, authority,
reporting relationship and responsibilities provided for hereunder shall not form the basis for a
resignation for Change of Control Period Good Reason (within the meaning of the Change of Control
Agreement) under the Change of Control Agreement. Executive expressly consents to the duties,
authority, reporting relationship and responsibilities contemplated by this Agreement. For
purposes of clarity, Executive, the Company and Parent agree that a subsequent material reduction,
without Executive’s consent, in Executive’s duties, authority, reporting relationship or
responsibilities from those contemplated by this Agreement shall constitute Change of Control
Period Good Reason to the extent such reduction would otherwise constitute a Change of Control
Period Good Reason in accordance with the Change of Control Agreement. Executive, the Company and
Parent agree that immediately following the eighteen (18) month anniversary of the Closing Date,
the Change of Control Agreement shall terminate and be of no further effect, provided that if
Executive is receiving payments under Section 3(c) or 4 of the Change of Control Agreement as of
such date, the Change of Control Agreement shall remain in effect until such payments have been
fully paid to Executive. Notwithstanding the foregoing, Executive, the Company and Parent agree
that, other than the Executive’s Company Stock Options, Company RSUs and Company PSUs that were
granted prior to the date the Merger Agreement was signed (August 18, 2010) and are assumed by Parent
pursuant to the Merger Agreement, no stock option, restricted stock units, performance stock units
or other equity incentive awards granted to Executive by the Company or Parent shall be subject to
the accelerated vesting provisions of the Change of Control Agreement. For purposes of clarity,
this Agreement satisfies the conditions under Section 7(a) of the Change of Control Agreement with
respect to the assumption of such agreement by the Company’s successors.
III. AT-WILL EMPLOYMENT; TERMINATION OF EMPLOYMENT
A. At-Will Termination by Company. Executive’s employment with the Company shall be “at-will”
at all times. The Company may terminate Executive’s employment with the Company at any time,
without any advance notice, for any reason or no reason at all, notwithstanding anything to the
contrary contained in or arising from any statements, policies or practices of the Company relating
to the employment, discipline or termination of its employees.
Upon and after such termination, all obligations of the Company under this Agreement shall
cease, except as otherwise provided herein.
X. Xxxxxxxxx Benefits; Exclusive Remedy.
1. If Executive’s employment terminates during the Change of Control Period (as such term is
defined in the Change of Control Agreement) under the circumstances
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described in Section 3(c) of
such agreement (as modified by Section II.E of the Agreement), Executive will be entitled to
severance benefits under the Change of Control Agreement on the terms and conditions described
therein. If Executive’s employment terminates after the Change of Control Period for any reason
(or terminates during the Change of Control Period (i) voluntarily by the Executive other than for
Change of Control Period Good Reason (as such term is defined in the Change of Control Agreement as
modified by Section II.E of the Agreement), (ii) for Cause by the Company (as such term is defined
in the Change of Control Agreement), or (iii) pursuant to the Executive’s death or Disability (as
such term is defined in the Change of Control Agreement), then (x) all further vesting of
Executive’s outstanding equity awards will terminate immediately; (y) all payments of compensation
by the Company to Executive hereunder will terminate immediately, and (z) Executive will be
eligible for severance benefits only in accordance with the Company’s then established plans;
provided, however, that any such severance benefits will be paid or provided at the same time and
in the same form as similar severance benefits would be paid or provided under the Change of
Control Agreement.
2. Executive agrees that the payments and benefits contemplated by Sections III.B, III.C, and
III.D shall constitute the exclusive and sole remedy for any termination of his employment and
Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect
to any termination of employment.
C. Time-Based Retention Payments.
1. Executive shall be eligible to receive a retention bonus in the amount of two million
Dollars ($2,000,000) (the “First Retention Bonus”), provided that Executive’s employment with the
Company has not been terminated by the Company for Cause (as such term is defined in the Change of
Control Agreement) or by the Executive for any reason on or prior to the first (1st)
anniversary of the Closing Date (the “First Retention Date”). Subject to Section III.C.3 below,
payment of the First Retention Bonus shall be made in a lump sum, subject to tax withholding and
other authorized deductions, upon a regularly scheduled Company payroll date, within thirty (30)
days following the First Retention Date.
2. Executive shall be eligible to receive a retention bonus in the amount of two million
Dollars ($2,000,000) (the “Second Retention Bonus”), provided that Executive’s employment with the
Company has not been terminated by the Company for Cause (as such term is defined in the Change of
Control Agreement) or by the Executive for any reason on or prior to the second (2nd)
anniversary of the Effective Date (the “Second Retention Date”). Subject to Section III.C.3 below,
payment of the Second Retention Bonus shall be made in a lump sum, subject to tax withholding and
other authorized deductions, upon a regularly scheduled Company payroll date, within thirty (30)
days following the Second Retention Date.
3. If the Executive’s employment is terminated by the Company without Cause prior to the First
Retention Date or the Second Retention Date, as applicable, payment of any unpaid portion of the
First Retention Bonus and the Second Retention Bonus shall be subject to the Executive signing and
not revoking the release of claims attached as Exhibit A to the Change of Control Agreement (the
“Release”) and provided that such Release is effective within sixty (60) days following the
termination of employment. Payment of the First Retention Bonus
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and the Second Retention Bonus, as
applicable, shall be made in a lump sum, subject to tax withholding and other authorized
deductions, upon a regularly scheduled Company payroll date, within seven (7) calendar days after
the effective date of the Release. In the event the termination occurs at a time during the
calendar year where it would be possible for the Release to become effective in the calendar year
following the calendar year in which the Executive’s termination occurs, any portion of the First
Retention Bonus and the Second Retention Bonus, as applicable, that would be considered Deferred
Compensation Separation Benefits (as defined in Section 3(g) of the Change of Control Agreement)
will be paid on the first payroll date to occur during the calendar year following the calendar
year in which such termination occurs, or such later time as required by Section 3(g) of the Change
of Control Agreement.
D. Performance Incentive Payments.
1. Executive shall be eligible to receive an incentive bonus (the “First Incentive Bonus”),
provided that Executive’s employment with the Company has not been terminated by the Company for
Cause (as such term is defined in the Change of Control Agreement) or by the Executive for any
reason on or prior to December 31, 2011 (the “First Incentive Date”). The maximum amount of the
First Incentive Bonus shall be two million Dollars ($2,000,000). The actual amount of the First
Incentive Bonus paid shall be based on the extent to which the performance metrics set forth on
Exhibit A, attached hereto, have been achieved for the 2011 calendar year, as determined by the
Senior Vice President and General Manager of the Software and Services Group of Parent, in his or
her sole discretion. Payment of the First Incentive Bonus shall be made in a lump sum, subject to
tax withholding and other authorized deductions, upon a regularly scheduled Company payroll date,
within sixty (60) days following the First Incentive Date. Notwithstanding the foregoing, if the
Executive’s employment is terminated by the Company without Cause prior to the First Incentive
Date, the Executive will be entitled to receive a pro-rated amount of the First Incentive Bonus,
provided that Executive timely executes and does not revoke a Release in accordance with Section
III.D.3 below. The pro-rated amount will be determined by multiplying (i) the product of two
million Dollars ($2,000,000) and a fraction with the numerator equal to the number of days that
have elapsed since January 1, 2011, and the denominator equal to 365 by (ii) the extent to which
the performance metrics set forth on Exhibit A, attached hereto, are achieved for the 2011 calendar
year, as determined by the Senior Vice President and General Manager of the Software and Services
Group of Parent, in his or her sole discretion.
2. Executive shall be eligible to receive an incentive bonus (the “Second Incentive Bonus”),
provided Executive is employed with the Company as of January 1, 2012, and his employment with the
Company has not been terminated by the Company for Cause (as such term is defined in the Change of
Control Agreement) or by the Executive for any reason on or prior December 31, 2012 (the “Second
Incentive Date”). The target amount of the Second
Incentive Bonus shall be two million Dollars ($2,000,000). The actual amount of the Second
Incentive Bonus paid shall be based on the extent to which the performance metrics set forth on
Exhibit A, attached hereto, have been achieved for the 2012 calendar year, as determined by the
Senior Vice President and General Manager of the Software and Services Group of Parent, in his or
her sole discretion. Payment of the Second Incentive Bonus shall be made in a lump sum, subject to
tax withholding and other authorized deductions, upon a regularly scheduled Company
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payroll date,
within sixty (60) days following the Second Incentive Date. Notwithstanding the foregoing, if the
Executive’s employment is terminated by the Company without Cause on or after January 1, 2012 but
prior to the Second Incentive Date, the Executive will be entitled to receive a pro-rated amount of
the Second Incentive Bonus, provided that Executive timely executes and does not revoke a Release
in accordance with Section III.D.3 below. The pro-rated amount will be determined by multiplying
(i) the product of two million Dollars ($2,000,000) and a fraction with the numerator equal to the
number of days that have elapsed since January 1, 2012, and the denominator equal to 365 by (ii)
the extent to which the performance metrics set forth on Exhibit A, attached hereto, are achieved
for the 2012 calendar year, as determined by the Senior Vice President and General Manager of the
Software and Services Group of Parent, in his or her sole discretion.
3. If the Executive’s employment is terminated by the Company without Cause prior to the First
Incentive Date or the Second Incentive Date, as applicable, payment of the pro-rated portion of the
First Incentive Bonus or the Second Incentive Bonus, as applicable, determined in accordance with
Section III.D.1 or III.D.2, respectively, shall be subject to the Executive signing and not
revoking the Release and provided that such Release is effective within sixty (60) days following
the termination of employment. Subject to Section 3(g) of the Change of Control Agreement, payment
of the pro-rated portion of the First Incentive Bonus or the Second Incentive Bonus, as applicable,
shall be made in a lump sum, subject to tax withholding and other authorized deductions, upon a
regularly scheduled Company payroll date, within seven (7) calendar days after the effective date
of the Release or, if later, following the date achievement is determined in accordance with
Section III.D.1 or III.D.2 above, as applicable.
IV. TERMINATION OBLIGATIONS
A. Return of Property. Executive agrees that all property (including without limitation all
equipment, tangible proprietary information, documents, records, notes, contracts and
computer-generated materials) furnished to or created or prepared by Executive incident to
Executive’s employment belongs to the Company and shall be promptly returned to the Company upon
termination of Executive’s employment.
B. Resignation and Cooperation. Upon termination of Executive’s employment, Executive shall
be deemed to have resigned from all offices and directorships then held with the Company.
Following any termination of employment, Executive shall cooperate with the Company in the winding
up of pending work on behalf of the Company and the orderly transfer of work to other employees.
Executive shall also cooperate with the Company in the defense of
any action brought by any third party against the Company that relates to Executive’s
employment by the Company.
V. INVENTIONS AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY INFORMATION
A. Employee Confidentiality, Intellectual Property and Computer Privacy. Executive agrees to
sign and be bound by the terms of the agreement, attached hereto as Exhibit
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B, which includes
provisions concerning confidentiality, intellectual property and computer privacy (“Confidentiality
Agreement”).
B. Non-Solicitation. Executive acknowledges that because of Executive’s position in the
Company, Executive will have access to material intellectual property and confidential information.
During the term of Executive’s employment and for two years thereafter, in addition to Executive’s
other obligations hereunder, under the Confidentiality Agreement, or under the Change of Control
Agreement, Executive shall not, for Executive or any third party, directly or indirectly (i)
solicit, induce, recruit or encourage any person employed by the Company or Parent to terminate his
or her employment, or (ii) divert or attempt to divert from the Company or Parent any business with
any customer, client, member, business partner or supplier about which Executive obtained
confidential information during his employment with the Company, by using the Company’s or Parent’s
trade secrets or by otherwise engaging in conduct that amounts to unfair competition. Nothing in
this Section V.B shall alter or diminish Executive’s obligations pursuant to the Confidentiality
Agreement or any other restrictive covenants between or among Executive and the Company and/or
Parent.
C. Continuing Obligations. The Executive’s obligations under Sections IV and V shall continue
in effect following the Term of this Agreement and the termination of his employment.
VI. AMENDMENTS; WAIVERS; REMEDIES
This Agreement may not be amended or waived except by a writing signed by Executive and by a
duly authorized representative of the Company other than Executive. Failure to exercise any right
under this Agreement shall not constitute a waiver of such right. Any waiver of any breach of this
Agreement shall not operate as a waiver of any subsequent breaches. All rights or remedies
specified for a party herein shall be cumulative and in addition to all other rights and remedies
of the party hereunder or under applicable law.
VII. ASSIGNMENT; BINDING EFFECT
A. Assignment. The performance of Executive is personal hereunder, and Executive agrees that
Executive shall have no right to assign and shall not assign or purport to assign any rights or
obligations under this Agreement. This Agreement may be assigned or transferred by the Company;
and nothing in this Agreement shall prevent the consolidation, merger or sale of the Company or a
sale of any or all or substantially all of its assets.
B. Binding Effect. Subject to the foregoing restriction on assignment by Executive, this
Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates,
officers, directors, agents, successors and assigns of the Company; and the heirs, devisees,
spouses, legal representatives and successors of Executive.
VIII. NOTICES
All notices or other communications required or permitted hereunder shall be made in writing
and shall be deemed to have been duly given if delivered: (a) by hand; (b) by a
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nationally
recognized overnight courier service; or (c) by United States first class registered or certified
mail, return receipt requested, to the principal address of the other party, as set forth below.
The date of notice shall be deemed to be the earlier of (i) actual receipt of notice by any
permitted means, or (ii) five business days following dispatch by overnight delivery service or the
United States Mail. Executive shall be obligated to notify the Company in writing of any change in
Executive’s address. Notice of change of address shall be effective only when done in accordance
with this paragraph.
Company’s Notice Address:
McAfee,
Inc.
c/o Intel Corporation
0000 Xxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: General Counsel
c/o Intel Corporation
0000 Xxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxx Xxxxx, XX 00000
Telecopier: (000) 000-0000
Attention: General Counsel
Executive’s Notice Address:
Xxxxx X.
XxXxxx
000 X0 Xxxxxxx Xx.
Xxxxxxxx, XX 00000
000 X0 Xxxxxxx Xx.
Xxxxxxxx, XX 00000
IX. SEVERABILITY
If any provision of this Agreement shall be held by a court or arbitrator to be invalid,
unenforceable, or void, such provision shall be enforced to the fullest extent permitted by law,
and the remainder of this Agreement shall remain in full force and effect. In the event that the
time period or scope of any provision is declared by a court or arbitrator of competent
jurisdiction to exceed the maximum time period or scope that such court or arbitrator deems
enforceable, then such court or arbitrator shall reduce the time period or scope to the maximum
time period or scope permitted by law.
X. TAXES
All amounts paid under this Agreement or the Change of Control Agreement shall be paid less
all applicable state and federal tax withholdings (if any) and any other withholdings required by
any applicable jurisdiction or authorized by Executive.
XI. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of
California.
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XII. INTERPRETATION
Each party recognizes that this is a legally binding contract and acknowledges and agrees that
they have had the opportunity to consult with legal counsel of their choice. This Agreement shall
be construed as a whole, according to its fair meaning, and not in favor of or against any party.
Executive agrees and acknowledges that he has read and understands this Agreement, is entering into
it freely and voluntarily, and has been advised to seek counsel prior to entering into this
Agreement and has had ample opportunity to do so. Sections and section headings contained in this
Agreement are for reference purposes only, and shall not affect in any manner the meaning or
interpretation of this Agreement. Whenever the context requires, references to the singular shall
include the plural and the plural the singular.
XIII. OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT
Executive agrees that any and all of Executive’s obligations under this agreement, including
but not limited to Exhibit B, shall survive the termination of employment and the termination of
this Agreement.
XIV. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original of this Agreement, but all of which together shall constitute one and the same instrument.
XV. AUTHORITY
Each party represents and warrants that such party has the right, power and authority to enter
into and execute this Agreement and to perform and discharge all of the obligations hereunder; and
that this Agreement constitutes the valid and legally binding agreement and obligation of such
party and is enforceable in accordance with its terms.
XVI. ENTIRE AGREEMENT
This Agreement is intended to be the final, complete, and exclusive statement of the terms of
Executive’s employment by the Company and may not be contradicted by evidence of any prior or
contemporaneous statements or agreements, except for agreements specifically
referenced herein (including the Merger Agreement, Confidentiality Agreement attached as
Exhibit B, and the Change of Control Agreement). This Agreement supersedes all prior and
contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject
matter hereof (including, without limitation, the Prior Employment Agreement). To the extent that
the practices, policies or procedures of the Company, now or in the future, apply to Executive and
are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control.
Any subsequent change in Executive’s duties, position, or compensation will not affect the validity
or scope of this Agreement.
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XVII. EXECUTIVE ACKNOWLEDGEMENT
EXECUTIVE ACKNOWLEDGES EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING
THIS AGREEMENT, THAT EXECUTIVE HAS READ AND UNDERSTANDS THE AGREEMENT, THAT EXECUTIVE IS FULLY
AWARE OF ITS LEGAL EFFECT, AND THAT EXECUTIVE HAS ENTERED INTO IT FREELY BASED ON EXECUTIVE’S OWN
JUDGMENT AND NOT ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
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In Witness Whereof, the parties have duly executed this Agreement as of the date
first written above.
| McAFEE, INC. | XXXXX X. XXXXXX | |||
/s/ Xxxxxxxx Xxxxxxxx |
/s/ Xxxxx X. Xxxxxx | |||
Signature
|
Signature | |||
Executive Vice President and Chief Financial Officer |
August 18, 2010 | |||
Title
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Date | |||
August 18, 2010 |
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Date |
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INTEL CORPORATION |
||||
/s/ Xxxxx X. Xxxxx |
||||
Signature |
||||
Senior Vice President and General Manager, Software and Services Group |
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Title |
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August 18, 2010 |
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Date |
[SIGNATURE PAGE TO EXECUTIVE EMPLOYMENT AGREEMENT]
