Amendment to Employment Agreement between McAfee, Inc. and Eric F. Brown (January 31, 2006)

Summary

This letter agreement amends the employment terms for Eric F. Brown, Executive Vice President and CFO of McAfee, Inc. It confirms that McAfee will continue to pay or reimburse his travel expenses between Virginia and Plano, Texas, provide company-paid corporate housing and a rental car in Plano, and cover any taxes resulting from these benefits to ensure they are tax neutral. The agreement supplements his existing employment contract, which otherwise remains unchanged.

EX-10.36 2 d31992exv10w36.htm LETTER AGREEMENT AMENDMENT TO EMPLOYMENT AGREEMENT exv10w36

Exhibit 10.36

January 31, 2006

Eric F. Brown
McAfee, Inc.
5000 Headquarters Drive
Plano, Texas 75024

Re: Benefits

Dear Eric:

This letter is to confirm in writing certain benefits that you receive, and will continue to receive, in your capacity as Executive Vice President and Chief Financial Officer for McAfee, Inc. This letter does not alter in any way your benefit package as approved by McAfee’s Compensation Committee.

Travel Expense Benefit: McAfee will pay for, or reimburse you for, all non-business travel expenses incurred by you for the purpose of traveling between Virginia and McAfee’s office in Plano, Texas (including coach class airfare, or such higher class as permitted by McAfee’s Travel Policy, and meal expense reimbursement).

Lodging Expense Benefit: While you are regularly traveling between Virginia and Plano, Texas, McAfee will provide you with (i) company paid corporate housing in the Plano, Texas area (including the payment of all fees, deposits and utilities) and (ii) a company paid rental car (including reimbursement for fuel costs) for your business and personal use while working from the Plano, Texas office.

Tax Gross Up: If the provision of the Travel Expense Benefit or Lodging Expense Benefit are determined to be taxable wages to you pursuant to the Internal Revenue Code, McAfee will make a payment to you (the gross up payment) to cover all taxes resulting from the Travel Expense Benefit or Lodging Expense Benefit such that the provision of these benefits is tax neutral to you.

This letter shall be made a part of your Employment Agreement and except as supplemented above; your Employment Agreement is ratified and confirmed in accordance with its terms.


		Sincerely,

		/s/ George Samenuk George Samenuk
		Chairman and Chief Executive Officer

ACKNOWLEDGE AND AGREED

Eric F. Brown