NETWORKS ASSOCIATES INC/
EMPLOYMENT AGREEMENT - KEVIN M. WEISS
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>3
<FILENAME>d12992exv10w33.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - KEVIN M. WEISS
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.33


                           NETWORKS ASSOCIATES, INC.

                      KEVIN M. WEISS EMPLOYMENT AGREEMENT

     This Agreement is made by and between Networks Associates, Inc. (the
"Company"), and Kevin M. Weiss ("Executive") as of October 15, 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
November 1, 2002 (the "Employment Commencement Date"). As of the Employment
Commencement Date, the Company shall employ Executive as the President EMEA of
the Company reporting to the Chief Executive Officer of the Company (the "CEO").
The period of Executive's employment (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 Fifteen (15) 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.

     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


<PAGE>
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 Three Hundred Twenty-Five Thousand Dollars ($325,000). 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 Fifty-Six Thousand Two Hundred Fifty Dollars ($56,250) - for
such quarter based upon achievement of goals mutually agreed upon by the
Company and Executive for each calendar quarter commencing _______________.
(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)).

               (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

                                      -2-
<PAGE>


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:

                    (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


                                      -3-
<PAGE>
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.

          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

                                      -4-

<PAGE>
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 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,

                                      -5-

<PAGE>
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.
                              13465 Midway Road
                              Dallas, Texas 75244
                              Attn: General Counsel

     If to Executive:         Kevin M. Weiss
                              11905 Heritage Lane
                              Houston, TX 77042
                              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 Employee Inventions and
Confidentiality Agreement between the 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 Dallas, Texas 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


                                      -6-
<PAGE>
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 Dallas, Texas. The arbitrator shall apply Texas
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 Texas 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, 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

                                      -7-
<PAGE>
"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 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, and 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 69(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.
<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
   -------------------------------------

Name: George Samenuk

Title: Chief Executive Officer and Chairman of the Board of Directors


EXECUTIVE


/s/ Kevin M. Weiss
----------------------------------------
Kevin M. Weiss
----------------------------------------
October 15, 2002

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 _______________________, _____________.


Network Associates, Inc                           Executive Signature and Date




________________________________               _________________________________
George Samenuk                                 Signature of ____________________
Chief Executive and Chairman of the Directors

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</DOCUMENT>
