NETWORKS ASSOCIATES INC/
EXHIBIT 10.34
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>3
<FILENAME>f85707exv10w34.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.34



                            NETWORKS ASSOCIATES, INC.

                      RAYMOND J. SMETS EMPLOYMENT AGREEMENT

        This Agreement is made by and between Networks Associates, Inc. (the
"Company"), and Raymond J. Smets ("Executive") as of October 7, 2002.

        1. Duties and Scope of Employment.

               (a) Positions; Employment Commencement Date; Duties. Executive's
employment with the Company pursuant to this Agreement shall commence upon a
date mutually agreed upon by the parties hereto that is prior to November 18,
2002 (the "Employment Commencement Date"). As of the Employment Commencement
Date, the Company shall, subject to the terms and conditions of this Agreement,
employ Executive and Executive hereby accepts employment by the Company as
President of the Sniffer Technologies business unit of the Company reporting to
the President of the Company (the "President"). The period of Executive's
employment hereunder is referred to herein as the "Employment Term." During the
Employment Term, Executive shall render such business and professional services
in the performance of his duties that are consistent with Executive's position
within the Company, as shall reasonably be assigned to him/her by the Chief
Executive Officer of the Company (the "CEO") and/or the President.

               (b) Obligations. During the Employment Term, Executive shall
devote his full business efforts and time to the Company. Executive agrees,
during the Employment Term, not to actively engage in any other employment,
occupation or consulting activity for any direct or indirect remuneration
without the prior approval of the CEO; provided, however, that Executive may
serve in any capacity (i) with any civic, educational or charitable
organization, or (ii) as a member of corporate boards of directors or committees
of another corporation so long as such organization does not compete with the
Company if Executive obtains the prior written approval of the CEO with respect
to serving in such capacity, which may be withheld in the sole discretion of the
CEO. The term "Board" means the Board of Directors of the Company.

        2. Employee Benefits; Employee Reimbursement.

        (a) Employee Benefits. During the Employment Term, Executive shall be
eligible to participate in the employee and fringe benefit plans maintained by
the Company (as such plans are amended from time to time) that are applicable to
other management personnel serving at levels no higher than Executive to the
full extent provided for under those plans.

        (b) Expense Reimbursements. In accordance with its polices and
procedures, the Company shall pay on behalf of or reimburse Executive for all
reasonable necessary travel and other out-of-pocket expenses incurred by the
Executive in performing Executive's obligations under this Agreement. Executive
shall comply with all such policies and procedures applicable to the Company's
management personnel generally and relating to the nature and extent of

<PAGE>

reimbursable expenses, the manner of accounting therefor and the manner of
reimbursement of same, as such policies and procedures may be amended from time
to time.

        (c) Relocation Payment. The Company and Executive will discuss the
desirability of Executive's relocation to either the Company's Dallas, Texas or
Santa Clara/Sunnyvale, California office. Such relocation if agreed to shall be
referred to as the "Initial Relocation." In the event the Company and Executive
agree to the Initial Relocation, then the Company shall pay on behalf of or
reimburse Executive for all reasonable moving, travel, lodging and other
expenses incurred in and related to such relocation of his personal residence,
in accordance with its then current relocation policies with the maximum
relocation benefit to be agreed to prior to the Initial Relocation.

        3. At-Will Employment. Executive and the Company agree and acknowledge
that Executive's employment with the Company constitutes "at-will" employment.
Subject to the Company's obligation to provide severance benefits as specified
herein, Executive and the Company agree that this employment relationship may be
terminated at any time, upon written notice to the other party, with or without
good cause or for any or no cause, at the option of either the Company or
Executive.

        4. Compensation.

               (a) Base Salary. During the Employment Term, the Company shall
pay the Executive as compensation for his services a base salary at the
annualized rate of Three Hundred Fifty Thousand Dollars ($350,000.00). Such base
salary shall be paid periodically in accordance with normal Company payroll
practices and subject to the usual, required withholding. The Company will
review (in accordance with the policies set by the Compensation Committee of the
Board) Executive's base salary at least once annually starting in January 1,
2003 and, if it deems it appropriate, modify the base salary. Executive's
annualized base salary, as modified as provided herein, shall be referred to as
his "Base Salary."

               (b) Bonuses. During the Employment Term, Executive shall be
eligible to participate in the executive quarterly incentive bonus program (as
it may be amended from time to time), with milestones based in part on Company
performance and/or in part on Executive's individual performance. Executive's
quarterly target incentive is Sixty-Two Thousand Five Hundred Dollars
($62,500.00) for calendar quarter (prorated for any partial quarters) (the
"Target Bonus"). The payment of all or any portion of the Target Bonus for any
calendar quarter shall depend on whether the relevant goals are met (or, in the
case of a Target Bonus that has tiered goals, which, if any, tier or tiers of
goals are met). Such bonus shall be paid to Executive when bonuses are paid to
the President's direct reports generally.

               (c) Severance.

                      (i) Termination For Any Reason. Notwithstanding
Executive's entitlement to severance benefits under certain circumstances
discussed below in this Section 4(c), upon termination of Executive's employment
for any reason, the Company shall pay Executive all Base Salary and accrued but
unpaid vacation earned through the date of



                                       2
<PAGE>

termination, reimburse Executive for all necessary and reasonable expenses in
accordance with Section 2(b) above and continue Executive's benefits under the
Company's then-existing benefit plans and policies for so long as required by
applicable law. In addition, if, and only if, the relevant goals for the
calendar quarter in which the termination of Executive's employment occurs are
met, then the Company shall also pay Executive the Target Bonus (or the portion
of the Target Bonus that would be paid based on the tiers of goals that are met)
for such calendar quarter but prorated based on the quotient of (A) the number
of days in the calendar quarter through the date of termination, divided by (B)
the number of days in such calendar quarter. For illustration purposes only, if
Executive's Target Bonus is $1,000, and Executive is terminated on May 15, and
Executive met sufficient goals to receive a $600 Target Bonus, then his actual
bonus for the year of termination would be $297 ($600 x (45/91)). Such bonus
shall be paid to Executive when bonuses are paid to the President's direct
reports generally.

                      (ii) Termination Due to Total Disability, Death,
Resignation for Good Reason and Involuntary Termination Other Than for Cause. If
(A) Executive dies, (B) Executive resigns his employment with the Company due to
a Total Disability, (C) Executive resigns his employment with the Company for
Good Reason, or (D) Executive's employment with the Company is terminated by the
Company other than for Cause, then, subject to Executive executing, and not
revoking, the Mutual Release of Claims attached hereto as Exhibit A with the
Company in the event of termination under either clause (B) (unless Executive
does not then have legal capacity to contract), clause (C) or clause (D) above,
(1) Executive shall receive six (6) monthly payments, each equal to the product
of (A) one-twelfth (1/12) multiplied by the sum of Executive's then current Base
Salary plus (B) one third (1/3) of the then full Target Bonus; less applicable
withholding, and otherwise in accordance with the Company's standard payroll
practices with such payments to commence as of the first day of the first
calendar month following such termination and continuing on the first day of the
next five (5) consecutive calendar months, and (2) the Company shall pay the
portion of the group health, dental and vision plan continuation coverage
premiums for Executive and his covered dependents under Title X of the
Consolidated Budget Reconciliation Act of 1985, as amended ("COBRA"), that would
have been paid by the Company were he/she still employed by the Company, through
the lesser of (x) six (6) months from the date of Executive's termination of
employment, or (y) the date upon which Executive and his covered dependents are
eligible to be covered by similar plans of Executive's new employer, and (3) if,
and only if, such termination is within six (6) months following a Change in
Control, then all of Executive's remaining unvested stock options and shares of
restricted stock shall vest immediately, and, if applicable, the Company's right
to repurchase all of the same such shares immediately shall lapse.

                      (iii) Involuntary Termination for Cause or Resignation
Other Than For Good Reason. In the event Executive terminates his employment
other than for Good Reason or Executive's employment is involuntarily terminated
by the Company for Cause, then all vesting of stock options, restricted stock
and any other equity compensation shall terminate immediately and all payments
of compensation by the Company to Executive hereunder shall immediately
terminate (except as to amounts already earned, as specified in Section 4(c)(i)
above, and the right, subject to the terms of the relevant stock option
agreement(s), to exercise any stock options vested through the date of
termination).



                                       3
<PAGE>

                      (iv) Definitions.

                             (1) Termination for Cause. A termination of
Executive's employment for "Cause" means a termination of Executive's employment
by the Company based upon a good faith determination by the Board that one or
more of the following has occurred: (a) Executive's commission of a material act
of fraud with respect to the Company in connection with Executive carrying out
his responsibilities as an employee, (b) any intentional refusal or willful
failure by Executive to carry out the reasonable instructions of the CEO or the
Board, (c) Executive's conviction of, or plea of nolo contendere to, a
misdemeanor crime of moral turpitude or a felony, (d) Executive's gross
misconduct in connection with the performance of his duties hereunder, or (e)
Executive's material breach of his obligations under this Agreement and any
other agreement to which Executive and the Company or its Affiliate is a party.

                             (2) Change in Control. "Change in Control" shall
mean any of the following:

                                    (A) the acquisition by any individual,
entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act), other than by the Company or any Affiliate thereof or any
Affiliate of a shareholder of the Company immediately prior to such acquisition,
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of fifty percent (50%) or more of the combined voting power or
economic interests of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors;

                                    (B) A change in the composition of the Board
occurring within a twenty-four month period, as a result of which fewer than a
majority of the directors of the Board are Incumbent Directors. The term
"Incumbent Directors" means members of the Board who are (I) members of the
Board of the date hereof, or (II) elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the Incumbent
Directors at the time of such election or nomination (but shall not include an
individual whose election or nomination is in connection with an actual or
threatened proxy contest relating to the election of directors to the Company);

                                    (C) a reorganization, merger, or
consolidation, in each case, with respect to which all or substantially all of
the Persons that were the respective beneficial owners of the voting securities
of the Company immediately prior to such reorganization, merger, or
consolidation do not, following such reorganization, merger, or consolidation,
beneficially own, directly or indirectly, more than fifty percent (50%) of the
combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of Company resulting from such
reorganization, merger, or consolidation; or

                                    (D) the sale or other disposition of all or
substantially all of the assets of the Company in one transaction or series of
related transactions.

                                    (E) Notwithstanding the foregoing, a Change
in Control shall not be deemed to occur because a majority or more of the
outstanding voting securities of



                                       4
<PAGE>

the Company is acquired by (I) a trustee or other fiduciary holding securities
under one or more employee benefit plans maintained by the Company or any of its
Affiliates, or (II) any Person that, immediately prior to such acquisition, is
owned directly or indirectly by the stockholders of the Company in approximately
the same proportion as their ownership of stock in the Company immediately prior
to such acquisition.

                             (3) Resignation for Good Reason. A resignation for
"Good Reason" means the resignation by Executive of his employment within ninety
(90) days of the occurrence of any one or more of the following events without
Executive's written consent, provided that Executive has complied with the Good
Reason Process: (a) a material reduction by the Company in Executive's Base
Salary and/or Target Bonus, (b) a material reduction by the Company in
Executive's benefits, (c) a reduction by the Company in Executive's title and/or
a material reduction in Executive's authority and/or duties without a Sufficient
Basis, or (d) the requirement by Executive's supervisor that Executive relocate
more than thirty-five (35) miles from his then-current office location. The
Initial Relocation, if agreed to by Executive, shall not constitute Good Reason.
Notwithstanding the foregoing sentence to the contrary, it is agreed that
Executive's receiving less bonus or no bonus as a result of not meeting the
relevant goals for a Target Bonus is not a Good Reason.

                             The term "Good Reason Process" shall mean that (i)
a Good Reason has occurred; (ii) Executive notifies the Company in writing of
the occurrence of the Good Reason; (iii) Executive cooperates in good faith with
the Company's efforts, for a period of at least thirty (30) days following such
notice, to modify Executive's employment situation in a manner reasonably
acceptable to Executive and the Company; (iv) notwithstanding such efforts, one
or more of the Good Reasons continues to exist for a period of thirty (30) days
following such notice and has not been modified in a manner reasonably
acceptable to Executive. The term "Sufficient Basis" shall include a
reassignment or reduction in duties as a result of disciplinary action by the
Company based upon a serious violation of Company policy or this Agreement or
any other agreement between the Company (or its Affiliate) and Executive, or
Executive's failure to perform his duties pursuant to this Agreement.

                             (4) Total Disability. "Total Disability" shall mean
Executive's mental or physical impairment which prevents Executive from
performing the responsibilities and duties of his position for one hundred
eighty (180) consecutive days or six (6) months in the aggregate during any
twelve (12) month period. Any question as to the existence or extent of
Executive's mental or physical impairment upon which Executive and the Company
cannot agree shall be resolved by a qualified independent physician who is an
acknowledged expert in the area of the mental or physical impairment, selected
in good faith by the Board and approved by Executive, which approval shall not
unreasonably be withheld. Upon the existence and required duration of such Total
Disability, the Company may then terminate Executive's employment for such
reason by giving Executive written notice of termination for such reason.

                             (5) Affiliate and Person. "Affiliate" means any
Person that directly or indirectly controls, is controlled by, or is under
common control with, the Person in question. As used in this definition, the
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise. The
term



                                       5
<PAGE>



"Person" means an individual or a corporation, partnership, trust, estate,
unincorporated organization, association, or other entity.

               (d) 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.

               (e) Signing Bonus. The Company agrees to pay to Executive, as
incentive for entering into this Agreement and accepting employment hereunder,
the sum of Fifty Thousand Dollars ($50,000.00), subject to customary payroll
withholding, within thirty (30) days of the Employment Commencement Date.

               (f) Stock Options. The Company agrees to grant to Executive upon
the commencement of his employment hereunder options to purchase two hundred
fifty thousand (250,000) shares of the Company's voting common stock pursuant to
the Company's Stock Option Plan, such options to be priced at the closing price
of shares on the New York Stock Exchange on the Employment Commencement Date and
vesting one quarter (1/4) on the first anniversary of the Employment
Commencement Date and one thirty-sixth (1/36) additionally each month
thereafter, during the Employment Term. Within ten (10) days of the Employment
Commencement Date, the Company shall execute and deliver to Executive the Stock
Option Agreement in the form attached hereto as Exhibit B and incorporated
herein by this reference.

        5. Assignment. This Agreement shall be binding upon and inure to the
benefit of (a) the heirs, beneficiaries, executors and legal representatives of
Executive upon Executive's death, and (b) any successor of the Company. Any such
successor of the Company shall be deemed substituted for the Company under the
terms of this Agreement for all purposes. None of the rights of Executive to
receive any form of compensation payable pursuant to this Agreement shall be
assignable or transferable except through a testamentary disposition or by the
laws of descent and distribution upon the death of Executive. Any attempted
assignment, transfer, conveyance or other disposition (other than as aforesaid)
of any interest in the rights of Executive to receive any form of compensation
hereunder shall be null and void.

        6. Notices. All notices, requests, demands and other communications
called for hereunder shall be in writing and shall be deemed given if (i)
delivered personally or by facsimile, (ii) one (1) day after being sent by
Federal Express or a similar commercial overnight service, or (iii) three (3)
days after being mailed by registered or certified mail, return receipt
requested, prepaid and addressed to the parties at the following addresses, or
at such other addresses as the parties may designate by written notice in the
manner aforesaid:



        If to the Company:          Networks Associates
                                    13465 Midway Road
                                    Dallas, Texas  75244
                                    Attn:  General Counsel

        If to Executive:            Raymond J. Smets



                                       6
<PAGE>

                                    2015 Westbourne Way
                                    Alpharetta, GA  30022

or

at the last residential address known by the Company.

        7. Severability. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision.

        8. Entire Agreement. This Agreement; the Employee Inventions and
Confidentiality Agreement between Company and Executive; the Executive's
acknowledgement of receipt of the Company's Employee Handbook; the Executive's
acknowledgement of the Company's Insider Trading Plan; and the various written
Stock Option agreements between the Executive and the Company represent the
entire agreement and understanding between the Company and Executive concerning
Executive's employment relationship with the Company, and supersede and replace
any and all prior agreements and understandings concerning Executive's
employment relationship with the Company.

        9. Non-Binding Mediation, Arbitration and Equitable Relief.

               (a) The parties agree to make a good faith attempt to resolve any
dispute or claim arising out of or related to this Agreement through
negotiation.

               (b) In the event that any dispute or claim arising out of or
related to this Agreement is not settled by the parties hereto, the parties
shall attempt in good faith to resolve such dispute or claim by non-binding
mediation in Dallas, Texas, or subsequent to the Initial Relocation, at the city
to which Executive makes the Initial Relocation to be conducted by one mediator
belonging to either the American Arbitration Association or JAMS. The mediation
shall be held within thirty (30) days of the request therefore, unless the
parties agree to a later deadline. The costs of the mediator shall be borne by
the Company.

               (c) Executive and the Company each agree, to the extent permitted
by law, to arbitrate before a single neutral arbitrator, in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association regarding discovery, any dispute or controversy arising
out of, relating to, or in connection with this Agreement, or the
interpretation, validity, construction, performance, breach, or termination
thereof, which has not been resolved by negotiation or mediation as set forth in
Sections 9(a) and 9(b), except that any dispute or claim for workers'
compensation benefits or unemployment insurance benefits, shall be excluded from
this agreement to arbitrate.

               (d) The Company shall pay the cost of the arbitration filing and
hearing fees and the cost of the arbitrator, and any other expense or cost that
is unique to arbitration or that Executive would not be required to bear if
he/she were free to bring the dispute or claim in court. Each party shall bear
its own attorneys' fees, unless otherwise determined by the arbitrator. The
arbitration shall take place in Dallas, Texas, or subsequent to the Initial
Relocation, at the city to which Executive makes the Initial Relocation. The
arbitrator shall apply California law, without reference to rules of conflicts
of law, to the resolution of any dispute. The arbitrator shall issue a



                                       7
<PAGE>

written award that sets forth the essential findings and conclusions on which
the award is based. Judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. The award shall be subject to
correction, confirmation, or vacation, as provided by any applicable California
law setting forth the standard of judicial review of arbitration awards.
Executive and the Company each understand and agree that the arbitration of any
dispute or controversy listed in Section 9(c) shall be instead of a hearing or
trial before a court or jury. Executive and the Company each understand that
Executive and the Company are expressly waiving any and all rights to a hearing
or trial before a court or jury regarding any dispute or controversy listed in
Section 9(c) which they now have or which they may have in the future. Nothing
in this Agreement shall be interpreted as restricting or prohibiting Executive
from filing a charge or complaint with a federal, state, or local administrative
agency charged with investigating and/or prosecuting such charges or complaints
under any applicable federal, state, or municipal law or regulation.

               (e) Notwithstanding the foregoing provisions of this Section 9,
the parties may apply to any court of competent jurisdiction for preliminary or
interim equitable or injunctive relief, or to compel arbitration in accordance
with this Section 9, without breach of this Section 9.

        10. Covenants Not to Compete and Not to Solicit.

               (a) Covenant Not to Compete. Upon Executive's resignation for any
reason after a Change in Control has occurred or termination by the Company for
any reason after a Change in Control has occurred, Executive agrees that until
the end of the twelve (12) month period following the date of the termination of
his employment, Executive will not directly engage in (whether as an employee,
consultant, proprietor, shareholder, owner, partner, director or otherwise), or
have any ownership interest in, or participate in the financing, operation,
management, or control of, any Subject Entity that is engaged in the design,
development, marketing, distribution, or sale of network management software or
hardware or anti-virus network security software anywhere in the world. For
purposes of this Section 10, the term "Subject Entity" means any entity engaged
in the design, development, marketing, distribution, or sale of network
management software or hardware or anti-virus network security software,
including but not limited to the following entities: Agilent, Checkpoint, Cisco
Systems, Inc., Concord, Entrust, Internet Security Systems, Symantec, Peregrine
Systems, Front Range Solutions, Intrusion.com, Security Dynamics, NetScout,
Trend Micro, Acterna, Shomiti, RSA, Secure Computing and Computer Associates, or
any successor thereof (the "Subject Entity List"). Executive understands and
agrees that the Company may delete from, add to or otherwise amend the entities
included in the Subject Entity List from time to time, and the Company will
provide written notice to Executive of any such deletion, addition or amendment.
Notwithstanding the foregoing provisions to the contrary, nothing in this
Section 10(a) shall prevent Executive from being employed by, or providing
services to, any division or business unit of any Subject Entity if that
division or business unit is not involved in the design, development, marketing,
distribution, or sale of network management software or hardware or anti-virus
network security software, as long as Executive has no responsibilities or
duties for any division or business unit of such Subject Entity that is involved
in the design, development, marketing, distribution or sale of network
management software or hardware or anti-virus



                                       8
<PAGE>

network security software. Ownership of less than three percent (3%) of the
outstanding voting stock of a Subject Entity shall not constitute a violation of
this Section 10(a).

               (b) Covenant Not to Solicit. Upon Executive's resignation for any
reason after a Change in Control has occurred or termination by the Company for
any reason after a Change in Control has occurred, Executive agrees that he/she
will not, at any time during the twenty four (24) months following his
termination date, directly or indirectly solicit any individuals to leave the
Company's employ for any reason or interfere in any other manner with the
employment relationships at the time existing between the Company and its
current employees.

               (c) Reformation. In the event that the provisions of this Section
10 should ever be deemed to exceed the time, geographic or scope of activities
limitations permitted by applicable law, then such provisions shall be reformed
to the maximum time, geographic or scope of activities limitations, as the case
may be, permitted by applicable laws.

               (d) Forfeiture of Severance. If Executive has engaged in any
conduct prohibited by Section 10(a) or 10(b) above, the Company will have the
right to immediately suspend any payments to or made on behalf of Executive
pursuant to Section 4(c)(ii) of this Agreement, and Executive forfeits any
rights he/she has to such payments.

        (e) Representations. Executive represents that he/she (i) is familiar
with the covenants in this Section 10, and (ii) is fully aware of his
obligations hereunder, and (iii) the covenants contained in this Section 10 are
reasonable.

        11. No Oral Modification, Cancellation or Discharge. This Agreement may
only be amended, canceled or discharged in writing signed by Executive and the
Company acting through the CEO, its general counsel or the Chief Financial
Officer of the Company.

        12. Withholding. The Company shall be entitled to withhold, or cause to
be withheld, from payment any amount of withholding taxes required by law with
respect to payments made to Executive in connection with his employment
hereunder.

        13. No Mitigation. Executive shall not be required to mitigate the value
of any severance benefits contemplated by this Agreement, nor shall any such
benefits be reduced by any earnings or benefits that Executive may receive from
any other source.

        14. Governing Law. This Agreement shall be governed by the laws of the
State of California without reference to rules relating to conflict of law.

        15. Acknowledgment. Executive acknowledges that he/she has had the
opportunity to discuss this matter with and obtain advice from his private
attorney, has had sufficient time to, and has carefully read and fully
understands all the provisions of this Agreement, and is knowingly and
voluntarily entering into this Agreement.



                                       9
<PAGE>

        IN WITNESS WHEREOF, the undersigned have executed this Agreement:

NETWORKS ASSOCIATES, INC.


By:  /s/ Gene Hodges
     ------------------------------


EXECUTIVE


By: /s/ Raymond J. Smets
   --------------------------------
Raymond J. Smets

Attachments:

Exhibit A:   Mutual Release of Claims
Exhibit B:   Form of Stock Option Agreement



                                       10
<PAGE>

                                    EXHIBIT A

                                RELEASE OF CLAIMS
                                   ("Release")

        ________________ ("the Executive") ceased his employment with Network
Associates, Inc. ("the Company"), a Delaware corporation, effective
______________, _____. For purposes of this Release, the term "the Company"
shall mean NAI and its subsidiaries and affiliates.

        1. Executive's employment relationship with the Company is ended
effective _____________________. (the Effective Date"). Executive understands
that if and only if he/she signs and returns this Release and complies with
Section 10 of the ______________________ Employment Agreement ("Employment
Agreement") signed by Executive on ___________________, 2001 and fully
incorporated herein by reference, Executive will receive the benefits described
in Section 4(c)(ii) of the Employment Agreement.

        2. In exchange for the benefits described in Section 4(c)(ii) of
Executive's Employment Agreement, Executive (on his own behalf and on behalf of
Executive's successors and assigns) hereby releases the Company and the
officers, directors, employees, agents, stockholders and legal successors and
assigns of the Company (the "Released Parties") from all claims, actions and
causes of action, whether now known or unknown, which Executive now has, or at
any other time had, or shall or may have against the Released Parties based upon
or arising out of any matter, cause, fact, thing, act or omission whatsoever
occurring at any time up to and including the Effective Date (as defined below),
including, but not limited to, any claims for breach of contract, wrongful
termination, fraud, defamation, infliction of emotional distress, discrimination
based on national origin, race, age, sex, sexual orientation, disability or
other discrimination or harassment under Title VII of the Civil Rights Act of
1964, the Age Discrimination In Employment Act of 1967, the Americans With
Disabilities Act, the Fair Employment and Housing Act or any other applicable
state, federal or local law. Executive agrees that he/she will not file, nor
will he/she voluntarily participate in any lawsuit or other legal, regulatory or
administrative proceeding to assert any such claims against any Released Party.
To the extent any claims or rights held by Executive against the Company cannot
be waived or released, Executive hereby irrevocably assigns all his rights and
interest in such claims or rights to the Company.

        3. Executive acknowledges that he/she has read section 1542 of the Civil
Code of the State of California which, in its entirety, states:

        A general release does not extend to claims, which the creditor does not
        know or suspect to exist in his favor at the time of executing the
        release, which if known by him/her must have materially affected his
        settlement with the debtor.



Executive waives any rights that he/she has or may have under such section 1542
to the fullest extent that Executive may lawfully waive such rights pertaining
to this Release. If Executive is

<PAGE>

employed by the Company in a state other than California, Executive hereby
waives any right or benefit which he/she has under the other state's statutes
similar to section 1542 of the Civil Code of the State of California to the
fullest extent that he/she may lawfully waive such rights pertaining to this
Release.

        4. Executive acknowledges that he/she has carefully read and fully
understands this Release and he/she has not relied on any statement, written or
oral, which is not set forth in this document. Executive has consulted with an
attorney, or understands that he/she should consult with an attorney, before
signing this Release, and that he/she is giving up any legal claims he/she has
or may have against the Company by signing this Release. Executive also
understands that he/she may take up to 21 days to decide whether to enter into
this Release, and that he/she may revoke this Release within 7 days of signing
it, if he/she wishes to do so. Executive enters into this Release knowingly,
willingly and voluntarily in exchange for the benefits described in Section
4(c)(ii) of his Employment Agreement, and Executive has had an adequate
opportunity to make whatever investigation or inquiry he/she deems necessary or
desirable in connection with the matters addressed in this Release. Executive
understands the Company is not obligated to pay him/her the benefits described
in Section 4(c)(ii) of his Employment Agreement. Executive further acknowledges
that he/she is signing this Release knowingly, willingly and voluntarily in
exchange for the benefits set forth in Section 4(c)(ii) of his Employment
Agreement.

        5. Executive acknowledges that he/she has continuing obligations under
Section 10 of his Employment Agreement, under certain confidentiality and
assignment of inventions agreements Executive signed in favor of the Company,
including ______________________________, ______________________________,
______________________________, and under applicable law. These obligations will
not be revoked, affected or impaired in any way by this Release.

        6. Executive acknowledges that as a condition of receiving the benefits
described in Section 4(c)(ii) of his Employment Agreement, he/she has executed
and returned to the Company on or before the Effective Date, all Company
property in his possession, including but not limited to, software, equipment,
documents, etc.

        7. Executive agrees that this Release may not be modified or amended
unless such modification or amendment is in writing and is signed by Executive
and by an authorized officer of Network Associates, Inc.

Signed on ________________________, ___________.


Network Associates, Inc                      Executive Signature and Date



-----------------------------------          -----------------------------------
George Samenuk
Chief Executive Officer                      Signature of
                                                          ----------------------

</TEXT>
</DOCUMENT>
