EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Employment Agreement (this “Agreement”), is made and entered into as of June 1, 2017 (“Effective Date”), by and among McAfee Employee Holdings, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and Christopher D. Young (“Executive”). This Agreement shall become effective as of the Effective Date.
SECOND LIEN CREDIT AGREEMENT Dated as of September 29, 2017 among MCAFEE, LLC, as the Borrower, MCAFEE FINANCE 2, LLC, as Holdings, JPMORGAN CHASE BANK N.A., as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO JPMorgan...Second Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of September 29, 2017 by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), McAfee Finance 2, LLC, a Delaware limited liability company, as Holdings, JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FIRST LIEN CREDIT AGREEMENT Dated as of September 29, 2017 among MCAFEE, LLC, as the Borrower, MCAFEE FINANCE 2, LLC, as Holdings, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent and Issuing Bank, and THE OTHER LENDERS...First Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is entered into as of September 29, 2017 by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), McAfee Finance 2, LLC, a Delaware limited liability company, as Holdings, Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and as an Issuing Bank, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Amendment to Employment Agreement (this “Amendment”), is made and entered into as of September 30, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and McAfee Corp. (“Issuer”) and Venkat Bhamidipati (“Executive”). This Amendment shall become effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of Issuer. If the IPO is not consummated on or before March 31, 2021, this Amendment shall be null and void and of no force or effect. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.
OFFICE LEASEWork Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • California
THIS OFFICE LEASE (“Lease”) is made as of the 10th day of April, 2019 (“Date of Lease”), by and between US ER AMERICA CENTER 4, LLC, a California limited liability company (“Landlord”), and MCAFEE, LLC, a Delaware limited liability company (“Tenant”).
CONFIDENTIAL SEPARATION AND GENERAL RELEASE AGREEMENTConfidential Separation and General Release Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Texas
This Confidential Separation and General Release Agreement and Exhibits (collectively, the “Agreement”) is entered into by and between McAfee, LLC (“McAfee,” and together with its parents, subsidiaries and affiliates, the “Company”) and John Giamatteo (“you” and “your,” and with McAfee, the “Parties”) as of the last date shown on the signature page below.
FOUNDATION TECHNOLOGY WORLDWIDE LLC CLASS A UNIT SUBSCRIPTION AGREEMENTClass a Unit Subscription Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Class A Unit Subscription Agreement (this “Agreement”) is entered into as of [ ], by and between Foundation Technology Worldwide LLC, a Delaware limited liability company (the “Company”) and [ ] (the “Subscriber”).
VIA HAND DELIVERY [Name] Re: SeveranceLetter Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) sets forth the terms and conditions pursuant to which McAfee Corp., a Delaware corporation (the “Company”), will provide you with severance benefits if your employment with the Company, Foundation Technology Worldwide, a Delaware limited liability company (“FTW”) and their respective subsidiaries (your “Employment”) is terminated in a Qualifying Termination (as such terms are defined below). This Agreement will be effective as of immediately prior to the consummation of the initial public offering of shares of the Company’s Class A common stock (the time this Agreement becomes effective, the “Effective Time”). Notwithstanding the foregoing, if the Effective Time does not occur on or before March 31, 2021, this Agreement shall be null and void and of no force or effect. Following the Effective Time, the severance payments and benefits described in this Agreement will be the only severance payments or benefits that you will be entitled to in conne
Equity Adjustment Agreement for Senior ExecutivesEquity Adjustment Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This agreement (this “Agreement”) describes certain adjustments that are being made to outstanding equity or equity-based incentive awards of Foundation Technology Worldwide LLC (“FTW”) and any FTW Class A Units received under such awards (collectively, “Awards”) issued under the McAfee 2017 Management Incentive Plan (formerly known as the Foundation Technology Worldwide LLC 2017 Management Incentive Plan) (as amended from time to time, the “2017 Plan”), as well as purchased or otherwise acquired FTW Class A Units (“Co-Invest Equity”), in connection with the initial public offering of shares of Class A common stock of McAfee Corp. (“McAfee”) and the related reorganization transactions (together, the “IPO”). FTW, its subsidiaries, and McAfee are collectively referred to in this Agreement as the “Company”.
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT, dated as of November 1, 2018 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO FIRST LIEN CREDIT AGREEMENT, dated as of January 3, 2018 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), Morgan Stanley Senior Funding, Inc., as administrative agent (the “Administrative Agent”), and the undersigned Initial Incremental Term Lenders (as defined below).
FOUNDATION TECHNOLOGY WORLDWIDE LLC MANAGEMENT INCENTIVE UNIT AGREEMENTManagement Incentive Unit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
THIS MANAGEMENT INCENTIVE UNIT AGREEMENT (this “Award Agreement”), dated [ ] (the “Grant Date”), is made pursuant to the Foundation Technology Worldwide LLC 2017 Management Incentive Plan, as amended from time to time (the “Plan”), and is entered into by and between Foundation Technology Worldwide LLC, a Delaware limited liability company (the “Company”) and [ ] (“Participant”) in connection with Participant’s performance of services for the Company. Capitalized terms used in this Award Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan.
AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • New York
This AMENDMENT NO. 2 TO SECOND LIEN CREDIT AGREEMENT, dated as of June 13, 2019 (this “Amendment”), is entered into by and among McAfee, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
February 3, 2020 VIA E-MAIL Christopher D. Young Dear Mr. Young:McAfee Corp. • October 8th, 2020 • Services-prepackaged software • Delaware
As we have discussed, your employment with McAfee, LLC (the “Company”) and its affiliates has terminated, effective as of February 3, 2020 (the “Separation Date”). The purpose of this letter (this “Agreement”) is to confirm the terms concerning your separation from employment, as follows:
STOCK OPTION AWARD AGREEMENTRestrictive Covenant Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This agreement (this “Agreement”) evidences a stock option granted by McAfee Corp. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms and conditions of the McAfee 2020 Omnibus Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Amendment to Employment Agreement (this “Amendment”), is made and entered into as of September 30, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and McAfee Corp. (“Issuer”) and Peter Leav (“Executive”). This Amendment shall become effective (the “Effective Time”) as of immediately prior to the consummation of the initial public offering (the “IPO”) of Class A common stock of Issuer. If the IPO is not consummated on or before March 31, 2021, this Amendment shall be null and void and of no force or effect. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Employment Agreement.
Dear Terry:Letter Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software
This letter agreement (this “Agreement”) amends and restates the terms of your employment offer letter with McAfee, LLC dated September 25, 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.
FOUNDATION TECHNOLOGY WORLDWIDE LLC RSU AGREEMENT (General Form)Rsu Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
THIS RSU AGREEMENT (this “Award Agreement”), dated [ ] (the “Grant Date”), is made pursuant to the Foundation Technology Worldwide LLC 2017 Management Incentive Plan, as amended from time to time (the “Plan”), and is entered into by and between Foundation Technology Worldwide LLC, a Delaware limited liability company (the “Company”) and [ ] (“Participant”). Capitalized terms used in this Award Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan.
PERSONAL & CONFIDENTIALPersonal & Confidential • October 8th, 2020 • McAfee Corp. • Services-prepackaged software • Delaware
This Employment Agreement (this “Agreement”), is made and entered into as of August 7, 2020, by and among McAfee, LLC (the “Company”), Foundation Technology Worldwide LLC (“Parent”) and Venkat Bhamidipati (“Executive”). This Agreement shall become effective as of the Effective Date (as defined below).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by McAfee Corp. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the McAfee 2020 Omnibus Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
Dear Ash:Letter Agreement • October 8th, 2020 • McAfee Corp. • Services-prepackaged software
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.
