NETWORKS ASSOCIATES INC/
EXHIBIT 10.47
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>5
<FILENAME>f78110ex10-47.txt
<DESCRIPTION>EXHIBIT 10.47
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.47

                            NETWORKS ASSOCIATES, INC.

                      KENT H. ROBERTS EMPLOYMENT AGREEMENT

      This Agreement is made by and between Networks Associates, Inc. (the
"Company"), and Kent H. Roberts ("Executive") as of October 9, 2001.

      1. Duties and Scope of Employment.

            (a) Positions; Duties. Executive's employment with the Company
commenced May 1, 1998. As of the date of this Agreement, the Company employs
Executive as the Executive Vice President and General Counsel of the Company
reporting to the Chief Executive Officer of the Company (the "CEO"). The period
of Executive's employment under this Agreement is referred to as the "Employment
Term". During the Employment Term, Executive shall render such business and
professional services in the performance of his/her duties that are consistent
with Executive's position within the Company, as shall reasonably be assigned to
him/her by the CEO.

            (b) Obligations. During the Employment Term, Executive shall devote
his/her 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 Board of Directors of the Company (the "Board") or 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 any other 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.

      2. 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 senior management to the full extent provided for under those plans.

      3. Vacation. During the Employment Term, Executive shall be eligible for
paid vacation in accordance with the Company's standard policy for senior
management employees, as it may be amended from time to time; provided, however,
that Executive will receive at least twenty (20) days of paid vacation per year.

      4. Business Expense Reimbursements. During the Employment Term, Executive
shall be authorized to incur necessary and reasonable travel, entertainment and
other business expenses in connection with his duties hereunder. The Company
shall reimburse Executive for such expenses upon presentation of an itemized
account and appropriate supporting documentation, all in accordance with the
Company's generally applicable policies.

<PAGE>
      5. 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 reason, at the option of either the Company or
Executive.

      6. Compensation.

            (a) Base Salary. During the Employment Term, the Company shall pay
the Executive as compensation for his/her services a base salary at the
annualized rate of Two Hundred Fifty Thousand Dollars ($250,000.00). Such base
salary shall be paid periodically in accordance with normal Company payroll
practices and subject to the usual, required withholding. Executive's annualized
base salary shall be reviewed annually by the CEO (in accordance with the
policies set by the Compensation Committee of the Board) for possible
adjustments in light of Executive's performance and competitive data and, if
appropriate, Executive's annualized base salary may be modified. (The annualized
base salary to be paid to Executive pursuant to this Section 6(a), together with
any subsequent modifications thereto, shall be referred to as "Base Salary.")

            (b) Bonuses. Executive shall be eligible to earn a quarterly target
bonus equal to forty-five percent (45%) of Base Salary for such quarter based
upon achievement of goals mutually agreed upon by the Company and Executive for
each calendar quarter commencing the third calendar quarter of 2001.
(Executive's quarterly target bonus opportunity provided by this Section 6(b),
together with any subsequent increases thereto, shall be referred to as 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 tier or tiers of goals are
met).

            (c) Severance.

                  (i) Termination For Any Reason. Notwithstanding Executive's
entitlement to severance benefits under certain circumstances discussed below in
this Section 6(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 termination, reimburse Executive for all necessary
and reasonable expenses in accordance with Section 4 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 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/her actual bonus for the year of termination would be $297 ($600 x (45/91)).


                                      -2-
<PAGE>
                  (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/her employment with the Company due to
a Total Disability, (C) Executive resigns his/her 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 and complying with Section 13 of this Agreement, (1) Executive shall
receive twelve (12) monthly payments, each equal to (A) the product of
one-twelfth (1/12) multiplied by the sum of Executive's Base Salary plus (B) one
third of the Target Bonus; less applicable withholding, and otherwise in
accordance with the Company's standard payroll practices, (2) the Company shall
pay the portion of the group health, dental and vision plan continuation
coverage premiums for Executive and his/her 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) twelve (12) months from the date of Executive's
termination of employment, or (y) the date upon which Executive and his/her
covered dependents are eligible to be covered by similar plans of Executive's
new employer, and (3) 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/her 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 6(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).

                  (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/her responsibilities as an employee, (b) any intentional refusal or willful
failure 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/her duties hereunder, or (e) Executive's material breach
of his/her obligations under this Agreement or any other agreement between
Executive and the Company or its Affiliate.

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


                                      -3-
<PAGE>
                              (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 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 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 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/her 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/her then-current office location.
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.


                                      -4-
<PAGE>
                        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 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 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/her 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/her position for 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
"Person" means an individual or a corporation, partnership, trust, estate,
unincorporated organization, association, or other entity.

                              (d) Acceleration of Vesting of Option Upon a
Change in Control. If Executive is employed by the Company on the date of a
Change in Control, then, in addition to any other compensation and benefits
provided under this Agreement, 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 the same such shares immediately
shall lapse.

                              (e) 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.

      7. 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


                                      -5-
<PAGE>
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.

      8. Notices. All notices, requests, demands and other communications called
for hereunder shall be in writing and shall be deemed given if (a) delivered
personally or by facsimile, (b) one (1) day after being sent by Federal Express
or a similar commercial overnight service, or (c) 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, Inc.
                              3965 Freedom Circle
                              Santa Clara, California 95054
                              Attn: President

      If to Executive:        3315 Cornell Avenue, Dallas, Texas 75205 or
                              at the last residential address known by the
                              Company.

      9. Severability.  In the event that any provision of this Agreement
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.

      10. Entire Agreement. This Agreement; the Indemnity Agreement between
Company and Executive; 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.

      11. 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 Santa Clara, California 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.


                                      -6-
<PAGE>
            (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 11(a) and 11(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 Santa Clara, California. 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 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 case 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 11(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
11(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 11, 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 11, without breach of this Section 11.

      12. 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.

      13. 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/her 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,


                                      -7-
<PAGE>
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 13, 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 13(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
network security software. Ownership of less than 3% of the outstanding voting
stock of a Subject Entity shall not constitute a violation of this Section
13(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 13
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 13(a) or 13(b) above, the Company will have the right to
immediately suspend any payments to or made on behalf of Executive pursuant to
Section 6(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 13, and (ii) is fully aware of
his/her obligations hereunder, and (iii) the covenants contained in this Section
13 are reasonable.

      14. No Oral Modification, Cancellation or Discharge. This Agreement may
only be amended, canceled or discharged in writing signed by Executive and an
authorized member of the Board.


                                      -8-
<PAGE>
      15. 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/her employment
hereunder.

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

      17. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      18. Acknowledgment. Executive acknowledges that he has had the opportunity
to discuss this matter with and obtain advice from his/her 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.

      IN WITNESS WHEREOF, the undersigned have executed this Agreement, 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/  George Samenuk
     -------------------------------------------
     George Samenuk, its Chief Executive Officer
     and Chairman of the Board of Directors

EXECUTIVE

By:  /s/ Kent H. Roberts
     -------------------------------------------
     Kent H. Roberts


Attachments:

Exhibit A: Mutual Release of Claims


                                      -9-
<PAGE>
                                    EXHIBIT A

                                RELEASE OF CLAIMS
                                  ("RELEASE")

      ________________ ("the Executive") ceased his/her 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 13 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 6(c)(ii) of
the Employment Agreement.

      2. In exchange for the benefits described in Section 6(c)(ii) of
Executive's Employment Agreement, Executive (on his/her 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/her 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/her favor at the time of executing the
      release, which if known by him/her must have materially affected his/her
      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
6(c)(ii) of his/her 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 6(c)(ii) of his/her 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 6(c)(ii) of
his/her Employment Agreement.

      5. Executive acknowledges that he/she has continuing obligations under
Section 13 of his/her 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 6(c)(ii) of his/her Employment Agreement, he/she has
executed and returned to the Company on or before the Effective Date, all
Company property in his/her 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                         ,            .
          ------------------------  -----------

Networks Associates, Inc.                 Executive Signature and Date


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

</TEXT>
</DOCUMENT>
