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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 23, 2010
(Date of earliest event reported)
McAfee, Inc.
(Exact Name of Registrant as specified in Charter)
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Delaware
(State or other Jurisdiction
of incorporation)
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Commission File No.:
001-31216
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77-0316593
(I.R.S. Employer Identification No.) |
3965 Freedom Circle
Santa Clara, California 95054
(Address of Principal Executive Offices, including zip code)
(408) 346-3832
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Change of Control and Retention Agreement with Mr. Chadwick
On June 23, 2010 McAfee, Inc. (McAfee) entered into its standard form of Change of Control
and Retention Agreement for Tier 2 Executives with Jonathan Chadwick, Executive Vice President
and Chief Financial Officer of McAfee. A summary of the material terms of the agreement is set
forth below.
The agreement with Mr. Chadwick provides for certain severance benefits in the event McAfee
terminates Mr. Chadwicks employment for other than cause or in the event that Mr. Chadwick
resigns for good reason. The agreement provides for varying severance benefits based upon
whether the termination occurs within eighteen (18) months following a change of control of
McAfee (the Change of Control Period). The severance payments provided to Mr. Chadwick by the
agreement will supersede any severance payments afforded Mr. Chadwick in his employment agreement
with McAfee. Without regard to severance payments, Mr. Chadwicks employment will not be changed
by the agreement. Pursuant to the agreement and subject to signing a standard release of claims,
upon Mr. Chadwicks termination for other than cause or upon his resignation for good reason, he
will be entitled to the following benefits:
Termination Other than During a Change of Control Period
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A lump-sum payment (less applicable tax withholding) equal to twelve
(12) months of Mr. Chadwicks annual base salary, plus a pro rata
fraction of the amount equal to 100% of his annual base salary, with
the pro rata fraction determined as the number of days in the year to
the date of termination divided by 365; and |
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A payment equal to twelve (12) months of the cost of continuation
coverage of medical benefits under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (COBRA), if Mr. Chadwick was
covered under McAfees health plan. |
Termination During a Change of Control Period
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A lump-sum payment (less applicable tax withholding) equal to twelve (12) months
of Mr. Chadwicks annual base salary as in effect immediately prior to the change
of control or the termination (whichever is greater), plus the amount equal to
100% of his target bonus for the fiscal year of the change of control or the
termination (whichever is greater); |
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A payment for COBRA as described above; and |
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Full acceleration of vesting of all Mr. Chadwicks then outstanding equity awards. |
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Additionally, in the event Mr. Chadwick is terminated for other than cause or resigns for good
reason before a change of control but on or after a potential change of control, Mr. Chadwick
will be entitled generally to the superior severance benefits provided by a termination during a
Change of Control Period. A potential change of control would generally occur upon the execution
of an agreement, Board approval, or public announcement for McAfee to enter into a transaction that
would be a change of control if such transaction is subsequently consummated. This benefit is only
available if the change of control occurs.
The
term of the agreement ends February 29, 2012.
The foregoing description of the agreement is qualified in its entirety by the terms of
McAfees standard form of Change of Control and Retention Agreement for Tier 2 Executives, which
is filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, dated February 16, 2010, and
is incorporated herein by reference.
Effective Date of Mr. Pimentels Retirement
As previously announced, Albert Rocky Pimentel, who served as McAfees Chief Financial
Officer until Mr. Chadwicks appointment, will retire later this year. The effective date of his
retirement is expected to be August 9, 2010.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number |
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Description |
10.1
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Form of Change of Control and Retention Agreement (Tier 2 Executives).* |
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Previously filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, dated February 16,
2010. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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McAfee, Inc.
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Date: June 29, 2010 |
By: |
/s/ Mark Cochran
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Mark D. Cochran |
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Executive Vice President, Chief Legal
Officer/General Counsel |
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