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Employment Agreement - Network Associates International Ltd. and Michele Fitzpatrick

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                             CONTRACT OF EMPLOYMENT

                             FOR Michele Fitzpatrick

This employment agreement is made between Network Associates International
Limited or its subsidiaries ("the Company") and Michele Fitzpatrick, effective
from the start date confirmed in the letter of appointment accompanying this


Your continuous employment with the Company will commence on your agreed start
date. Your job title will be President EMEA. You will report to the Chief
Executive Officer & President, George Samenuk.


You shall be employed in the post of President EMEA, in which capacity you shall
devote all your time, attention and skill to your duties hereunder, and shall at
all times act in the interests of the Company and shall faithfully and
diligently perform such duties and exercise such powers consistent as they may
from time to time be assigned or vested in you by the Board or the Company.

The Company reserves the right to assign you to duties of a different nature
either additional to or instead of those referred to above, it being understood
that you will not be assigned duties which you cannot reasonably perform.


As a term of your employment you may be required to work at or from any other of
the Company's current or future establishments. Your manager will inform you
where your initial place of work will be. However, the Company reserves the
right to require you to relocate to another site in the near future. If this
site is less than 50 miles from your existing place of work you will not be
given a relocation allowance.


Your base salary will be Pound Sterling 200,000 (per annum) gross, paid on a
monthly basis. You will be entitled to commission to be paid on a monthly basis
one month in arrears, specific details on quota targets and achievement
incentives will be as discussed with your manager and as provided separately in
a Sales Incentive Plan.

Base salary payments will be made on the twenty-sixth day of each month.
Performance reviews will be carried out no less than once per annum during the
first quarter of each calendar year, although there is no commitment on the part
of the Company to increase salaries or your commission structure on an annual


Your normal hours of work are 40 hours in a five-day week exclusive of lunch
breaks. The core office hours are 8.30am to 6.00pm, however the times are
negotiable with your manager. You may be required to work additional hours from
time to time.

The Working Time Regulations 1998 ("the Regulations") impose a limit on the
hours which employees can be required to work, and this limit is a maximum of 48
hours over a 7 day period, averaged over 17 weeks.

The Regulations give some workers entitlement to rest breaks. Certain parts of
the Regulations may not apply to certain workers or workers in special
circumstances. Unless you are a worker who is not covered by or who is excluded
from the Regulations or some parts or provisions of the Regulations, you will
have the following entitlements:


(i)     an entitlement to 11 hours rest between each working day;

(ii)    an entitlement to 24 hours rest in each 7 day period;

(iii)   an entitlement to an uninterrupted break of 20 minutes rest if you work
        continuously for more than 6 hours (it is likely that this will be
        covered by your lunch break).

We expect you to take the rest breaks to which you are entitled. If for any
reason you encounter any difficulty in taking your rest breaks, you should
contact the Human Resources Department immediately.

You must obtain the consent of the Chief Executive Officer & President before
you become engaged or employed in, or provide services to, any other business or
organisation. Even if you obtain such consent, you must only work such hours
with all employers so that you enjoy all entitlements you may have under the


In addition to statutory public and bank holidays, you are entitled to 22
working days' annual holiday in each calendar year, paid at your normal basic
rate of pay. In the first year of your employment with the Company this will be
prorated based on your date of hire. Holidays not taken at the end of the
twelve-month period may be carried over to the next year, provided they do not
exceed 7 days and are taken within the first quarter of the next year. Holidays
not taken by you or carried over as provided shall be lost.

Holidays must be requested using the Company's official holiday request form
that must be properly authorised and then handed to HR for filing.

With the exception of an employee taking maternity or parental leave, an
employee on unpaid leave of absence does not accrue holiday during any such

Upon leaving the Company, you will be paid for holiday entitlement, which has
accrued but has not been utilised on a pro-rated basis in the current calendar
year. An employee must work more than half the days in a month to be eligible
for holiday to be accrued in that month. Where holiday taken exceeds the
entitlement period, your final pay will be adjusted accordingly and by signing
this Contract of Employment you consent to any deduction necessary from your
final salary.


As an employee of Network Associates, you are entitled to be covered under the
Group Life Assurance Scheme, the PHI and the Company BUPA scheme the following
month after starting. Under the Company BUPA scheme cover for your dependants
(as defined) is also available if required, the cost of which will be deducted
from your salary. You will also be eligible to join the Group Personal Pension
Plan from the first day of the month following two complete calendar months of
service, details of which are enclosed. You may also be entitled to participate
in the NAI Employee Stock Purchase Plan when you meet the eligibility
requirements, details of which are enclosed.

The Company reserves the right to alter, amend, cancel or vary any of the
benefits provided to you at any time.


If you are absent from work due to sickness or other medical incapacity the
Company will continue to pay your normal salary ("Company sick pay"). Your
entitlement to Company sick pay increases with length of service and is subject
to your compliance with the Company's sickness reporting procedures set out
below. Company sick pay entitlement in any period of 12 months is as follows:

Length of Service                    Company sick pay entitlement (working days)
-----------------                    -------------------------------------------
Less than 1 year                     5 days

1-3 years                            10 days


3-5 years                            15 days

5 years and above                    20 days

Thereafter you will be entitled to statutory sick pay subject to the normal

To qualify for sick pay a Company certification form must support any period of
absence. For periods of absence of 5 working days or more, medical certification
from your GP must be provided.

If your attendance is unsatisfactory because of frequent or continuous sick
absence, whether medically or self-certified, your suitability for continued
employment may be reviewed. No payments will be made in respect of periods of
unauthorised absence from work.

You must ensure that the Company is informed by telephone as early as possible
on the first working day of your illness. The Company's printed sickness form
should be completed and sent to your immediate the Human Resources Director no
later than 7 days after the first day of absence due to illness. It is your
responsibility to notify the Company at the earliest opportunity of the
anticipated duration of absence and in the case of a longer term absence, it is
your responsibility to ensure that the Company is kept informed at least once a
week of your progress and likely date of your return.


The Company's Disciplinary and Grievance Procedures are summarised at Appendix
1. These are guidelines only and are not contractually binding.


You will abide by the terms of the Employee Inventions and Proprietary Rights
Agreement annexed to your contract of employment.


Subject to the remainder of this clause you or the Company may terminate your
employment for any reason on giving 6 months prior written notice PROVIDED
ALWAYS that such notice cannot be given to expire earlier than 12 months after
your formal date of commencement with the Company.

Notwithstanding the above, the Company may terminate your employment with
immediate effect if you shall at any time:-

*       be guilty of dishonesty, or other gross misconduct, or gross
        incompetence or wilful neglect of duty, or commit any other serious
        breach of this Agreement; or

*       act in any manner (within the course of your duties or otherwise) which
        is likely to bring you or the Company into disrepute or prejudice the
        interests of the Company; or

*       you become bankrupt, apply to have or made against you a receiving order
        under Section 286 of the Insolvency Act 1986, or have any order made
        against you to reach a voluntary arrangement as defined by Section 253
        of that Act; or

*       be or become of unsound mind; or

*       for a period of 120 days or more in any period of 12 consecutive months
        be incapable of performing your duties hereunder by reason of ill health
        or other incapacity (whether accidental or otherwise); or

*       be guilty of continuing unsatisfactory conduct or poor performance of
        your duties, after having received a written warning from the Company
        relating to the same; or

*       be convicted of indictable offence; or

*       be or become prohibited by law from being a director.


Any delay by the Company in asserting its rights under these provisions does not
constitute a waiver.

The Company reserves the right to make you a payment of salary in lieu of any
notice of termination of employment (whether given by you or the Company). For
the avoidance of doubt this payment shall consist of base salary only.

The periods of restraints set our in paragraphs 11 and 12 of Annexe II to this
Agreement shall be reduced by the same number of days that you are excluded from
your duties under the above provision.

The Company reserves the right to require you not to attend at work and/or not
to undertake all or any of your duties hereunder during all or any part of any
period of notice (whether given by you or the Company); provided always that the
Company shall continue to pay your salary and contractual benefits.


On termination of your employment at any time, you will return forthwith to your
immediate supervisor any Company property. If you fail to return such property,
or damage the property, the Company reserves the right to deduct the value of
the property from any salary or other monies.


You will be required to comply with the requirements of the Health and Safety at
Work Act 1974 and the Management of Health and Safety at Work (Amendment)
Regulations 1994 to take responsible care of yourself and other persons who may
be affected by your acts or omissions at work. You must not misuse or
intentionally interfere with anything provided in the interests of health and


Changes in data protection law mean that the Company will be legally obliged to
obtain your consent to process personal data. Processing for these purposes
includes obtaining, recording, holding and erasing data. The Company currently
holds computer records and personnel files containing your employee records
which included your application, references, bank details, appraisals and other
records, including sensitive data relating to your health and data held for
ethnic monitoring purposes. We need this information for personnel
administration purposes, including any opt out agreements and the administration
of payroll and, in particular, to enable us to facilitate performance reviews
and administer employee benefits, to record leave entitlements and to comply
with our legal obligations such as the Working Time Regulations. Your right of
access to this data is as prescribed by law.

As the Company is part of the worldwide Network Associates group operating
internationally, we may, from time to time, again for administrative reasons,
need to make your personnel records available to other companies in our group of
companies which may be located outside the European Economic Area or to transfer
it to the USA. The Company may also from time to time need to make your records
available to its advisors, such as its lawyers, accountants, health plan
administrators and to regulatory authorities, and payroll administrators such as
the Inland Revenue.

By signing and returning this Contract of Employment you consent to the Company
processing this data for personal administration reasons and to its transmission
to and from other Network Associates companies which may be outside the European
Economic Area.


You will be paid or reimbursed for any reasonable expenses properly incurred by
you while performing your duties on behalf of the Company, subject to your
producing receipts in respect of such expenses (when requested by the Company)
and your compliance with the Company's published rules and procedures relating
to business expenses. Further details of these rules and procedures can be
obtained from the Finance Department.



The Company shall be entitled at any time during your employment, or in any
event on termination, to deduct from your remuneration hereunder any monies due
from you to the Company including but not limited to any outstanding loans,
advances, training costs, the cost of repairing any damage or loss to the
Company's property caused by you (and of recovering the same), excess holiday
and any other monies owed by you to the Company.


You are required to devote your full time, attention and abilities to your job
duties during working hours, and to act in the best interests of the Company at
all times.

You must not, without the written consent of the Company, be in any way directly
or indirectly engaged or concerned in any other business or activities where
this is, or is likely to be, in conflict with the interests of the Company or
any Associated Company or where this may adversely affect the efficient
performance of your duties.


You are obligated to keep all business experiences and events that you becomes
aware of in the course of your occupation confidential, both during your
employment and after its termination, and shall not disclose such information to
any third party. This also applies to other employees unless they require such
information in the course of their work. This especially applies to your
obligation not to disclose your salary to other employees and to third parties.

You shall take good care of all documents including copies, carbon copies and
your own notes as well as specimens and other documents (e.g. client lists,
advertising material). You shall ensure that no unauthorized person has access
to it and will return it on request or of your own accord after termination of
employment. Rights of retention are barred.

You shall not exploit business procedures that come to your knowledge for
yourself or in a dishonest way. This especially applies to lists of clients and
suppliers, turnover figures, price policy, financial statements and particulars
about the financial condition of the Firm.


This Contract of Employment is governed by and construed in accordance with the
laws of England, and you and the Company submit to the exclusive jurisdiction of
the English Courts.


The Company reserves the right to change or add to these conditions, provided
that any such change will be agreed with you before implementation. Any minor
changes to your terms and conditions will be provided to you in writing.

This agreement together with your offer letter and Employee Invention and
Proprietary Rights Agreement constitutes the entire agreement between you and
the Company. Any modifications or variations to this agreement must be in
writing to be enforceable.

Please sign the attached duplicate of this statement and return it to TINA
DEVIS, HUMAN RESOURCES, in the enclosed envelope.

Signed by

/s/ George Samenuk

George Samenuk



I acknowledge receipt and accept the terms and conditions of my employment as
set out above. I also confirm that I have read data protection clause above
concerning the processing of personal, including sensitive, data about me. I
understand and agreed to the processing of personal data, including sensitive
data, held by the Company about me and to the transfer of such data to countries
outside the European Economic Area.

Signed by

Employee:      /s/ Michele Fitzpatrick             September 26, 2001
               ------------------------            ------------------
               Michele Fitzpatrick                 Dated



The following is intended to be a summary of the disciplinary and grievance
procedures that the Company may adopt in certain circumstances and is not
intended to have contractual effect. It exists as a guide only and is not to be
treated by either the Company or you as being contractually binding.


Repetition of minor breaches will be dealt with by way of written warning. More
serious offences or repeated infringement of Company procedure or requirements
will be dealt with by way of written warning in the first instance. A written
warning in this instance may be connected to or be in itself a final warning and
will be clearly designated as such.

Acts of gross misconduct may result in an employee being suspended at the
Company's discretion without pay or in extreme cases be dismissed without
notice. Acts of gross misconduct likely to give rise to dismissal include, but
are not limited to, theft of any nature, deliberate or negligent misuse of
Company property, persistent refusal to perform reasonable orders from those in
authority, disorderly conduct or abusive language or behaviour.

Dissatisfaction with any disciplinary decisions should be immediately notified
in writing to Human Resources who will investigate the matter. If necessary, a
meeting will be arranged to allow discussion of the matter between the
disagreeing parties. The Human Resources shall be the ultimate arbitrator in any
disciplinary dispute.

At any stage of the Procedure (including dismissal), an employee has a right to
appeal against the disciplinary decision. You should inform the Human Resources
Department in writing within 7 working days of notification of the disciplinary
decision setting out the reasons for the appeal. All appeals will be dealt with
as expeditiously as possible in the circumstances.

Wherever practicable, the appeal will be heard by a more senior level of
Management in the Company than that taking the disciplinary action, whose
decision shall be final within the Company. In no circumstances will the person
dealing with the appeal have been involved in the disciplinary action which is
the subject of the appeal.

The Company will confirm to the employee in writing the results of the appeal,
and will outline the reasons for the decision reached, as soon as practicable
after the appeal has been heard.


If you are unhappy about any aspect of your employment with the Company you
should raise the matter first with your manager/supervisor. If you are still
unhappy you should take up your grievance with Human Resources whose decision
shall be final.



This Agreement sets out the duties of fidelity and confidentiality which bind
you as an employee of Network Associates International Limited (the COMPANY).
You hereby acknowledge and agree that:

1.      NO CONFLICT.

You will perform for the Company such duties as may be designated by the Company
from time to time. These may include duties for any other company in the Network
Associates group of companies ("the Network Group"). During your period of
employment by the Company, you will devote your best efforts to the interests of
the Company and the Network Group and will not engage in other employment or in
any activities determined by the Company to be detrimental to the best interests
of the Company without the prior written consent of the Company.


The period of your employment as defined herein includes any time in which you
may be retained by the Company as per your employment contract or offer letter.


Your employment creates a relationship of confidence and trust between the
Company and you with respect to any information:

(a)   Applicable to the business of the Company; or

(b)   Applicable to the business of any client or customer of the Company, which
      may be made known to me by the company or by any client or customer of the
      Company, or learned by you in such context during the period of your

All of such information has commercial value in the business in which Company is
engaged and is hereinafter called "Proprietary Information." By way of
illustration, but not limitation, Proprietary Information includes any and all
technical and non-technical information including patent, copyright, trade
secret, and proprietary information, techniques, sketches, drawings, models,
inventions, know-how, processes, apparatus, equipment, algorithms, software
programs, software source documents, and formulae related to the current, future
and proposed products and services of Company, and includes, without limitation,
its respective information concerning research, experimental work, development,
design details and specifications, engineering, financial information,
procurement requirements, purchasing manufacturing, customer lists, business
forecasts, sales and merchandising and marketing plans and information.


All Proprietary Information is the sole property of the Company, its assigns,
and its customers and the Company, its assigns and its customers shall be the
sole owner of all patents, copyrights, trade secrets and other rights in
connection therewith. You hereby assign to the Company any rights you may have
or acquire in such Proprietary Information. At all times, both during your
employment by the Company and after its termination, you will keep in confidence
and trust all Proprietary Information, and you will not use or disclose any
Proprietary Information or anything directly relating to it without the written
consent of the Company, except as may be necessary in the ordinary course of
performing your duties as an employee of the Company. Notwithstanding the
foregoing, it is understood that, at all such times, you are free to use
information which is generally known in the trade or industry not as a result of
a breach of this Agreement and your own skill, knowledge, know-how and
experience to whatever extent and in whatever way you so wish.




Upon termination of your employment or at the request of the Company before
termination, you will deliver to the Company all written and tangible material
and copies thereof, in your possession incorporating the Proprietary Information
or otherwise relating to the Company's business.


As used in this Agreement, the term "Inventions" means any and all new or useful
art, discovery, improvement, technical development, or invention whether or not
patentable, and all related know-how, designs, trademarks, formulae, processes,
manufacturing techniques, trade secrets, ideas, artwork, software or other
copyrightable or patentable works.


You hereby agree promptly to disclose and describe to the Company, and you
hereby assign and agree to assign to the Company or its designee, your entire
right, title, and interest in and to all Inventions and any associated
intellectual property rights which you may solely or jointly conceive, develop
or reduce to practice during the period of your employment with the Company (a)
which relate at the time of conception or reduction to practice of the invention
to the Company's business or actual or demonstrably anticipated research or
development, or (b) which were developed on any amount of the Company's time or
with the use of any of the Company's equipment, supplies, facilities or trade
secret information, or (c) which resulted from any work I performed for the
Company ("Company Inventions").


(a)   You agree to perform, during and after your employment, all acts deemed
      necessary or desirable by the Company to permit and assist it, at its
      expense, in obtaining and enforcing the full benefits, enjoyment, rights
      and title throughout the world in the Inventions hereby assigned to the
      Company. Such acts may include, but are not limited to, execution of
      documents and assistance or co-operation in the registration and
      enforcement of applicable patents, copyrights, or other legal proceedings.

(b)   In the event that the Company is unable for any reason to secure your
      signature to any document required to apply for or execute any patent,
      copyright, mask work or other applications with respect to any Inventions
      (including improvements, renewals, extensions, continuations, divisions or
      continuations in part thereof), you hereby irrevocably designate and
      appoint the Company and its duly authorised officers and agents as your
      agents and attorneys to act for and on your behalf and instead of you, to
      execute and file any such application and to do all other lawfully
      permitted acts to further the prosecution and issuance of patents,
      copyrights, or other rights thereon with the same legal force and effect
      as if executed by you.


Your performance of all the terms of this Agreement and as an employee of the
Company does not and will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by me prior to your
employment with the Company, and you will not disclose to the Company, or induce
the Company to use, any confidential or proprietary information or material
belonging to any previous employer or others. You are not a party to any other
agreement which will interfere with your full compliance with this Agreement.
You agree not to enter into any agreement, whether written or oral, in conflict
with the provisions of this Agreement.

10.     SURVIVAL.

This Agreement (a) shall survive your employment by the Company, (b) does not in
any way restrict your right or the right of the Company to terminate your
employment at any time, for any reason or for no reason as per your employment
contract, (c) inures to the benefit of successors and assigns of the Company,
and (d) is binding upon your heirs and legal representatives.




During the term of your employment with the Company and for a period of twelve
(12) months thereafter, you will not on your own behalf or in conjunction with
or on behalf of any other person, company, business entity, or other
organisation (and whether as an employee, principal, agent, consultant or in any
other capacity whatsoever), directly or indirectly solicit, encourage, or cause
others to solicit or encourage any employee, officer or consultant of the
Company with whom you have had dealings during the course of your employment
with the Company and who is employed by the Company in the same department as
you, at the date of termination of your employment or during the twelve months
prior to termination, to terminate their employment with the Company.


During the term of your employment with the Company and for a period of six (12)
months following termination you will not on your own behalf or in conjunction
with or on behalf of any other person, company, business entity, or other
organisation (and whether as an employee, director, principal, agent, consultant
or in any other capacity whatsoever), directly or indirectly (i) solicit or,
(ii) assist in soliciting, or (iii) accept, or (iv) facilitate the acceptance
of, or (v) deal with any person, undertaking, firm or company which, at the date
of termination of your employment or at any time during the twelve months prior
to termination was a customer, client or supplier of the Company and with whom
you had dealings or were involved with or was in a management role for, during
the period of twelve months prior to termination.

13.     NOTICES.

Any notice required or permitted by this Agreement shall be in writing and shall
be delivered as follows with notice deemed given as indicated: (i) by personal
delivery when delivered personally; (ii) by overnight courier upon written
verification of receipt; (iii) by telecopy or facsimile transmission upon
acknowledgement of receipt of electronic transmission; or (iv) by certified or
registered mail, return receipt requested, upon verification of receipt. Notice
shall be sent to the addresses set forth above or such other addresses as either
party may specify in writing.


This Agreement shall be governed in all respects by English law and the parties
hereby sought to exclusive jurisdiction of the English Courts.


Should any provisions of this Agreement be held by a court of law to be illegal,
invalid or unenforceable, the legality, validity and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired

16.     WAIVER.

The waiver by the Company of a breach of any provision of this Agreement by you
shall not operate or be construed as a waiver of any other or subsequent breach
by me.


This Agreement represents your entire understanding with the Company with
respect to the subject matter of this Agreement and supersedes all previous
understandings, written or oral. This Agreement may be amended or modified only
with the written consent of both you and the Company. No oral waiver, amendment
or modification shall be effective under any circumstances whatsoever.



You certify and acknowledge that you have carefully read all of the provisions
of this Agreement and that you understand and will fully and faithfully comply
with such provisions.

I ACKNOWLEDGE RECEIPT of a copy of this agreement.

Signed by      _______________________             _______________
               Michele Fitzpatrick                 Dated




This Agreement is intended to formalise in writing certain understandings and
procedures which have been in effect since the time I was initially employed by
Network Associates, Inc., doing business as Network Associates Inc., or any
business unit or company wholly or partly owned by Network Associates Inc.,
including without limitation,, or Corporation, and
Nihon Network Associates, Inc. (the "Company"). I acknowledge and agree that:

1.      Upon termination of my employment with the Company, I will return all
        Company owned property I have received during my employment; as well as
        palm pilots, printers, fax machines, pagers or any other Company owned
        property inn my possession.

2.      If I have not returned all Company owned property on or before my last
        day of employment, I agree to allow Company to withhold from my final
        compensation the amounts that Company paid for the Company owned
        property that I fail to return.

I certify and acknowledge that I have carefully read all of the provisions of
this Agreement and that I understand and will fully and faithfully comply with
such provisions.

COMPANY:                                           EMPLOYEE:
Network Associates

By:                                                By:

Title:                                             Title:

Dated:                                             Dated: