Sample Business Contracts


Employment Agreement [Amendment] - Networks Associates Inc. and Stephen C. Richards

Employment Forms

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  • Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
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                           NETWORKS ASSOCIATES, INC.

               STEPHEN C. RICHARDS EMPLOYMENT AGREEMENT AMENDMENT

         This Amendment to the Employment Agreement (the "Agreement") dated
April 4, 2001 between Networks Associates, Inc. (the "Company"), and Stephen C.
Richards ("Executive") is entered into and effective as of January 20, 2004.

         1. Amendment of Section 4(e)(i). Section 4(e)(i) of the Agreement is
hereby amended and restated to read in its entirety as set forth below:

         "(e) Severance.

                  (i) Involuntary Termination Other Than for Cause Prior to
         Change of Control. If, prior to a Change of Control, Executive's
         employment with the Company is Constructively Terminated or
         involuntarily terminated by the Company other than for Cause, then,
         subject to Executive executing and not revoking a mutual release of
         claims with the Company in the form attached as Exhibit A, and not
         materially breaching the provisions of Section 13 hereof, (A)
         Executive's Stock Options, as well as any other stock options that he
         is granted by the Company and all shares of restricted stock granted to
         Executive shall vest immediately and if applicable, the Company's right
         to repurchase all of the same such shares immediately shall lapse and
         (B) Executive shall receive continued payments of one year's Base
         Salary plus Target Bonus, less applicable withholding, in accordance
         with the Company's standard payroll practices."

         2. Amendment of Section 4(e)(ii). Section 4(e)(ii) of the Agreement is
hereby amended by inserting the following as the last clause of the first
paragraph of such section:

         "; in addition all shares of restricted stock granted to Executive
         shall vest immediately and if applicable, any right that the Company
         may have to repurchase any of such restricted stock or any of
         Executive's Stock Options immediately shall lapse."

         3. Addition of Section 4(f). A new section 4(f) is hereby added to
read in its entirety as set forth below:

         "(f) 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."

         4. No further Amendment. Other than as set forth in this Amendment, the
Agreement shall remain unchanged and shall continue in full force and effect

<PAGE>
         IN WITNESS WHEREOF, the undersigned have executed this Amendment, 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/ Kent H. Roberts
    ---------------------

                              [STAMP]

EXECUTIVE


/s/ Stephen C. Richards
------------------------
Stephen C. Richards

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