EXHIBIT 10.39
NETWORKS ASSOCIATES, INC.
XXXXXXX X. XXXXXXXX EMPLOYMENT AGREEMENT AMENDMENT
This Amendment to the Employment Agreement (the "Agreement") dated
April 4, 2001 between Networks Associates, Inc. (the "Company"), and Xxxxxxx X.
Xxxxxxxx ("Executive") is entered into and effective as of January 20, 2004.
1. Amendment of Section 4(e)(i). Section 4(e)(i) of the Agreement is
hereby amended and restated to read in its entirety as set forth below:
"(e) Severance.
(i) Involuntary Termination Other Than for Cause Prior to
Change of Control. If, prior to a Change of Control, Executive's
employment with the Company is Constructively Terminated or
involuntarily terminated by the Company other than for Cause, then,
subject to Executive executing and not revoking a mutual release of
claims with the Company in the form attached as Exhibit A, and not
materially breaching the provisions of Section 13 hereof, (A)
Executive's Stock Options, as well as any other stock options that he
is granted by the Company and all shares of restricted stock granted to
Executive shall vest immediately and if applicable, the Company's right
to repurchase all of the same such shares immediately shall lapse and
(B) Executive shall receive continued payments of one year's Base
Salary plus Target Bonus, less applicable withholding, in accordance
with the Company's standard payroll practices."
2. Amendment of Section 4(e)(ii). Section 4(e)(ii) of the Agreement is
hereby amended by inserting the following as the last clause of the first
paragraph of such section:
"; in addition all shares of restricted stock granted to Executive
shall vest immediately and if applicable, any right that the Company
may have to repurchase any of such restricted stock or any of
Executive's Stock Options immediately shall lapse."
3. Addition of Section 4(f). A new section 4(f) is hereby added to
read in its entirety as set forth below:
"(f) 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 Executive pursuant
to this Agreement."
4. No further Amendment. Other than as set forth in this Amendment, the
Agreement shall remain unchanged and shall continue in full force and effect
IN WITNESS WHEREOF, the undersigned have executed this Amendment, in
the case of the Company by its duly authorized officer, as of the day and year
first written above:
NETWORKS ASSOCIATES, INC.
By: /s/ Xxxx X. Xxxxxxx
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[STAMP]
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
