Change of Control Agreement - McAfee Associates Inc. and Prabhat Goyal
April 18, 1996
Mr. Prabhat Goyal
McAfee Associates, Inc.
2710 Walsh Avenue
Santa Clara, CA 95051-0963
RE: CHANGE OF CONTROL AGREEMENT
Dear Mr. Goyal:
This letter sets forth the terms of your change in control arrangement
(the "Agreement") with McAfee Associates, Inc. (the "Company").
A. TRANSFER OF CONTROL.
1. Definition. A "Transfer of Control" shall be deemed to have
occurred in the event any of the following occurs with respect to the Company.
a. The direct or indirect sale or exchange by the stockholders of
the Company of all or substantially all of the voting stock of the Company
wherein the stockholders of the Company immediately before such sale or exchange
do not retain in substantially the same proportions as their ownership of shares
of the Company's voting stock immediately before such event, directly or
indirectly (including, without limitation, through their ownership of shares of
the voting stock of a corporation which, as a result of such sale or exchange,
owns the Company either directly or through one or more subsidiaries), at least
a majority of the beneficial interest in the voting stock of the Company
immediately after such sale or exchange;
b. a merger or consolidation wherein the stockholders of the Company
immediately before such merger or consolidation do not retain in substantially
the same proportions as their ownership of shares of the Company's voting stock
immediately before such event, directly or indirectly (including, without
limitation, through their ownership of shares of the voting stock of a
corporation which, as a result of such merger or consolidation, owns the Company
either directly or through one or more subsidiaries), at least a majority of the
beneficial interest in the voting stock of the Company immediately after such
merger or consolidation;
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Mr. Prabhat Goyal
April 18, 1996
Page 2
c. the sale, exchange, or transfer of all or substantially all of
the assets of the Company (other than a sale, exchange, or transfer to one or
more corporations (the "Transferee Corporation(s")) wherein the stockholders of
the Company immediately before such sale, exchange, or transfer retain in
substantially the same proportions as their ownership of shares of the Company's
voting stock immediately before such event, directly or indirectly (including,
without limitation, through their ownership of shares of the voting stock of a
corporation which owns the Transferee Corporation(s) either directly or through
one or more subsidiaries), at least a majority of the beneficial interest in the
voting stock of the Transferee Corporation(s) immediately after such event); or
d. a liquidation or dissolution of the Company.
2. Effect on Options. Notwithstanding any provisions to the contrary
contained in any stock option agreement between the Company and you, in the
event of Transfer of Control all options held by you shall be vested in full and
immediately exercisable, to the extent such stock options remain outstanding and
unexercised, as of the date ten (10) days prior to the date of the Transfer of
Control whether or not the acquiring corporation has agreed to assume or
substitute substantially equivalent options for the acquiring corporation's
stock for such outstanding options. The exercise or vesting of any option that
was permissible solely by reason of this Section 6 shall be conditioned upon the
consummation of the Transfer of Control. Notwithstanding the foregoing, shares
acquired upon exercise of an option prior to the Transfer of Control and any
consideration received pursuant to the Transfer of Control with respect to such
shares shall continue to be subject to all applicable provisions of the option
agreement evidencing such option except as otherwise provided in such option
agreement.
B. INTERPRETATION: This Agreement shall be interpreted in accordance with
an governed by the laws of the State of California.
C. ASSIGNMENT: In view of the personal nature of the services to be
performed under this Agreement by you, you shall not have the right to assign or
transfer any of your rights, obligations or benefits under this Agreement.
D. MODIFICATION: This Agreement may only be modified or amended by a
supplemental written agreement signed by you and an authorized member of the
Board.
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Mr. Prabhat Goyal
April 18, 1996
Page 3
Please sign this letter on the space provided below to acknowledge your
acceptance of the terms of this Agreement.
Sincerely,
McAFEE ASSOCIATES, INC.
By:/s/ William L. Larson
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William L. Larson, President and
Chief Executive Officer
I agree to and accept the terms and conditions set forth in this Agreement.
Date:_____________________
/s/ Probhat Goyal
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Name: Probhat Goyal