| The RSU grant will be subject to the terms and conditions of the Parent limited liability company agreement (the “LLC Agreement”), a long-term incentive plan and the award agreement. |
You may elect to receive an additional cash award in lieu of the RSU grant. If you elect to receive the additional cash award instead of RSUs, the aggregate amount payable under the additional cash award will be fixed at the date of the Closing and will be equal to the number of your unvested Intel RSUs that are scheduled to vest after the first year multiplied by the Intel closing price on the last trading day prior to the Closing. You will not receive interest or share in any increase in or appreciation in the value of McAfee through this cash award. This additional cash award will vest on the same basis as the Intel RSUs to which they relate (or pursuant to a vesting schedule with earlier vesting dates). The cash award will be subject to the terms and conditions of a long-term incentive plan and the award agreement.
| • | | Profits Interest. You will receive an equity grant consisting of profits interests, which is a form of partnership interest, in McAfee. Through your equity grant, you will share in the appreciation in the value of McAfee from the date of grant, which is expected to be the Closing. One-half of your grant will be subject to time-based vesting and the remainder will be subject to performance-based vesting. The grant will be subject to the terms and conditions of the LLC Agreement, a long-term incentive plan and the award agreement. |
Looking ahead: Your compensation, including your base pay, cash incentive target and long-term incentive grants will be reviewed through McAfee’s annual performance review process. McAfee anticipates providing a comprehensive benefits package for eligible employees that will include a 401(k) Plan to be established by McAfee and medical, dental, vision, short-term and long term disability and life insurance programs. After the Closing, you will need to complete additional documents relating to employment with McAfee, including documents related to McAfee’s code of conduct, confidentiality and trade secret protection, certain post-employment restrictions, right to work in the US and export license controls. You acknowledge that this offer is expressly conditioned on your completion of such documents.
Taxation. Payments described in this letter will be subject to applicable taxes, deductions and withholdings.
Effective Date. This offer letter is contingent, and will become effective, upon the successful closing of the Transaction, subject to your continued service with Intel through the closing of the Transaction. If the Transaction does not close or your service with Intel terminates prior to the Closing, this offer will be null and void.
Assignment and Assumption. McAfee may assign its rights and obligations under this offer letter at any time to an affiliate or a successor, in which case, references in this offer letter to “McAfee” shall mean such affiliate or successor. In that event, the affiliate or successor will assume the rights and obligations of McAfee under this offer letter. You may not assign any of your rights or obligations hereunder.
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