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DocuSign Envelope ID: 4B8D7E15-6D94-4F5E-A771-F54BC124E63C

Compensation Plan Terms and Conditions

North America Sales


Effective: December 20, 2014

Approved by:

Scott Lovett, SVP, WW Sales

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1. The Plan and Plan Participation

The McAfee (referred to herein as “Intel Security”) sales compensation plan is made up of these Terms and
Conditions, which are effective as of December 20, 2014 through December 31, 2015, and an individual
Sales Compensation Plan Letter. These two documents together are referred to as “the Plan”.

In order to be considered eligible to participate in the Plan you must acknowledge receipt and acceptance of
these Terms and Conditions and your assigned sales goals by signing a Sales Compensation Plan Letter. No
commission, bonuses or incentive compensation (collectively “Variable Compensation”) will be earned or
paid until your signed Sales Compensation Plan Letter has been returned to your local HR and/or Finance
representative.

Assuming you meet the eligibility requirement set forth above, you are a Participant in the Plan if you are
an active employee working in a sales position and you must be a Participant in order to earn Variable
Compensation. You are not eligible to earn Variable Compensation after your “Last Active Date” of
employment, which is defined as your last day worked in a role covered by this Plan. Any final Variable
Compensation amount you potentially may be due as of your Last Active Date will be paid to you, if
earned within 90 days from the end of the month in which your Last Active Date of employment occurs.

2. Territory

Territories are assigned and maintained by the sales management team and communicated to each
Participant by their management team via the Sales Territory Playbook and may be updated from time to
time. In no event can a Participant conduct business outside his or her Territory (as defined in your Sales
Compensation Plan Letter or otherwise communicated to you by the sales management team) in another
Participant’s Territory without prior agreement of the Theatre Leads over the specific territories involved.
All business conducted outside a participant’s Territory, but within the same Theatre needs to be agreed to
by the Theatre Lead.

For the Enterprise Market Segment territories are comprised of named accounts and named subsidiaries.
The Commercial and SMB Market Segment territories may be comprised of named accounts, a
geographical territory and/or product designation. For some roles, territories may be comprised of named
partners as well. These territory details will be published February 15, 2015 and maintained on the intranet
at the following link: http://insightweb.corp.nai.org/sales_enu.

3. Plan Components

Components of a Participant’s pay above base salary may include commissions, bonuses, and SPIFF
payments. A Participant’s On Target Earnings (“OTE”) includes Base Salary and On Target Variable
(“OTV”), where applicable. Details of your Base Salary, OTV, earnings opportunities against quota and
any other bonuses are set out in the individual Sales Compensation Plan Letter.

3.1 Base Salary

Base salary refers to the compensation paid to you according to McAfee’s then current
payroll process, regardless of your sales achievement or quota expectations. The base salary
is considered to be fair compensation for maintaining good relationships with McAfee’s
existing customers and partners, the development of business in your Territory, and the
support of non-commissionable activities. Non-commissionable activities of Participants
may include, but are not limited to, sales activity reporting, submitting expense reports on
time, executing side letter certifications, updating sales force automation software and
assisting other McAfee employees as requested. For functions managing partners, these
activities may also include, but are not limited to, partner relationship management, rolling-
out partner programs, managing partner sales and technical enablement, and approving deal
registrations.

3.2 On Target Variable (“OTV”)

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On Target Variable refers to the total monetary amount above Base Salary a Participant may
earn in any given fiscal year or other measurement period, dependent upon the Participant
meeting their target quota and/or objectives for the period, such as payments for achievement
of training initiatives or individually agreed upon objectives (“MBOs”). OTV elements
applicable to each Participant are detailed in the individual Sales Compensation Plan Letter.

3.2.1 Quarterly Training

Within OTV, a Participant in an individual contributor role may have an


individual quarterly sales training target tied to the successful passing of one or
more approved sales accreditation per quarter. Achievement of the Quarterly
Training Performance goal for the individual contributor role is dependent upon
approval from the Sales Learning team. Specific quarterly tasks and
assignments for achievement of the Quarterly Training for an Individual
Contributor role may change and you will be notified of the specific goals.

A Participant in a Manager role, (Regional Director, Country Manager, Sales


Manager or Inside Sales Manager/Director) may have a sales training target
based on passing the selected Sales Play, passing by his/her direct reports, and
implementation and pipeline generation in Insight of the Play in the given
territory. Future quarter tasks and assignments for achievement of the Quarterly
Training for a Manager role may change and you will be notified of the specific
goals via email. Achievement of the Quarterly Training Performance goal for
the Manager role is dependent upon approval from the Theater Lead in the
region and the EVP, WW Sales.

The allocated OTV for this component, as detailed in the Sales Compensation
Plan Letter, will be divided evenly per measured quarter and paid quarterly
against this objective. Each quarter is measured independently. Variable
Compensation amounts for the Training component not earned and paid in one
quarter cannot be made up in later quarters. The payment for this component, if
earned will generally be made 30-90 days following the end of the measured
quarter, with such period 90 days for payment of any earned monies for this
component relating to the final quarter of employment.

3.2.2 MBO Goals

A Participant may have all or a portion of their individual OTV tied to specific
goals assigned by sales management. Achievement of MBO’s assigned and
measured quarterly will be capped at 150% of attainment. Any level of
quarterly attainment beyond 150% will be reviewed by Sales Management and
Sales Finance with the potential to receive an additional one-time payment at
year-end. Full year attainment on MBO’s will be capped at 200%.

4. Additional Bonuses above Base Salary and OTV

4.1 SPIFFs

Above and beyond Base Salary and OTV earnings, sales management may also establish
SPIFF programs. These programs are communicated via email to all eligible
Participants. Eligibility and qualification rules vary and will be specified in the
individual SPIFF program communications.

Sales management reserves the right to terminate and/or modify SPIFF programs at any
time and will do so with written email communications.

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5. Quota Credit Definitions

5.1 New Business

New business is defined as any new sale to a new or existing McAfee customer not
resulting from an existing maintenance entitlement. This includes any perpetual license,
subscription license, hardware, hardware accessory, premium support services, and
education services. New business also includes maintenance (bundled or standalone) sold
with new Product.

New business booking credit will be limited to 3 years. Bookings beyond 3 years will
not be credited. “Advanced Bookings” credit for up to 3 years will be made provided
there is a binding, non-cancellable commitment from the customer.

For specific roles outside of EMEA, as called out below in section 6, Next Generation
Firewall New Business Bookings will be paid at a Premier rate,

In North America, SaaS monthly Bookings from the Denver price book or through
Contractual Pricing will be credited to McAfee sales roles, that do not have a specific
SaaS quota, provided the McAfee rep identifies the deal prior to the close of the order
and passes it to a SaaS focused McAfee rep or partner to close. The monthly SaaS
booking amount will be grossed up to an annual amount that will be credited to McAfee
sales roles, regardless of the length of the contract.

Managed Service Provider (MSP) Bookings, defined as royalty reports submitted by an


accredited McAfee - Security Alliance Service Provider partner, will be credited to
McAfee sales roles per the territory definition (e.g. Named Accounts, Named Partners, or
geographic location), as defined in section 2. Where MSP signs a “Pay as you Go”
monthly royalty contract, the commissionable bookings value will be grossed up to the
equivalent of 24 months based on the estimated month 1 royalty.

In deals where the MSP commits to a contract term longer than 1 year, (i.e. MSP has paid
Advanced Royalties up front for the entire contract length or agrees and executes a
contractual commitment to pay McAfee the approved value for the stated term), the VP,
Enterprise Finance will review the contract terms to determine if bookings will be
grossed up to the full term of the contract, not to exceed 3 years.

5.1.1 Upgrade

Upgrade is defined as the purchase of additional software product functionality


of an existing software customer maintenance entitlement.

The Upgrade definition applies to specific SKUs identified in the McAfee price
book as “Suite Upgrade Offerings”. Upgrade credit will be allocated between
New business and Renewal business. Renewal business credit will be given for
the first 30% of MSRP value (not the actual booking amount). In China the
threshold will be 15% of the local MSRP. As it is not possible to calculate the
actual split between New business and Renewal business on every order, 30%
was determined to be the average amount of an upgrade SKU that would be
allocated toward a renewal. New business credit will be determined based on the
difference between actual booking amount and Renewals business credit.

For any deal greater than 50,000 nodes there will be a review of the crediting
allocation, based on the original maintenance entitlement of the order between
New and Renewal business.

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For any Unlimited Enterprise License Agreement (ELA) or Pooling Agreement,


Deal Desk will specify the New/Renewal split based on a review of the crediting
allocation. The Renewal value will be based on either the original or last
maintenance entitlement.

In situations where a Standard Offering SKU is required even though the


customer is buying upgraded functionality, we will use the equivalent “Suite
Upgrade Offering” SKU MSRP to determine the amount to be credited as New
business and Renewal business. Any booking amount in excess of 30% of
MSRP (McAfee Suggested Retail Price) from the McAfee price book will be
credited as New business. The initial 30% of MSRP, if earned, will be paid as
Renewal business, as defined below.

5.1.2 Embedded

As we continue to make significant investments in our Embedded team, we will


award credit for assistance in the creation of new Embedded opportunities by
crediting the 1st Year Bookings estimated value on new Embedded deals in their
territory for targeted accounts as New business. “New” is defined as the
customer not having a previous Embedded relationship. Bookings credit
allocated for Embedded opportunities must be approved by the EVP, WW Sales.

New business bookings will be paid at the Commission Rate detailed in the Sales
Compensation Plan Letter.

5.2 Renewal Business

Renewal business is defined as the renewal of an existing customer entitlement.


Subscription Licenses may also be credited as Renewal business.

Renewal business booking credit will be limited to 3 years. Bookings beyond 3 years will
not be credited.

5.2.1 Upgrade

Upgrade is defined as the purchase of additional product functionality of an


existing customer entitlement.

The Upgrade definition applies to specific SKUs identified in the McAfee price
book as “Suite Upgrade Offerings”. Any booking amount in excess of 30% of
MSRP (McAfee Suggested Retail Price) from the McAfee price book will be
credited as New business, as defined above. The initial 30% of MSRP, if
earned, will be paid as Renewal business. In China the threshold will be 15% of
the local MSRP.

For any deal greater than 50,000 nodes there will be a review of the crediting
allocation, between New and Renewal business. The Renewal value will be
based on the original maintenance entitlement.

For any Unlimited Enterprise License Agreement (ELA) or Pooling Agreement,


Deal Desk will specify the New/Renewal split based on a review of the crediting
allocation. The Renewal value will be based on either the original or last
maintenance entitlement.

In situations where a Standard Offering SKU is required even though the


customer is buying upgraded functionality, we will use the equivalent “Suite
Upgrade Offering” SKU MSRP to determine the amount to be credited as New

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business and Renewal business. Any booking amount in excess of 30% of


MSRP (McAfee Suggested Retail Price) from the McAfee price book will be
credited as New business, as defined above. The initial 30% of MSRP, if
earned, will be paid as Renewal business.

5.2.2 Downgrade

Downgrade is defined as the purchase of product functionality less than the


customer previously had associated with their original entitlement.

Renewal business bookings also include Resident Strategic Account Manager (RSAM)
bookings.

Renewal business bookings will be paid, if earned, at the Commission Rate detailed in
the Sales Compensation Plan Letter.

5.3 Consulting Services Bookings

Consulting Services bookings are defined as the sale of any Consulting Engagement
booking. Any statement of work over $500,000 will need approval in writing by the
Theatre Services Lead, the Theatre Lead, and the SVP, Worldwide Professional Services
prior to being presented to the customer. For Enterprise Field – Named /Federal/GHE
Account Managers, Consulting Services Bookings will be credited and paid, if earned, at
the Renewal business rates, for roles with focuses on both New business and Renewal
business. For the above roles with a single focus, that do not have separate quotas for
New business and Renewal business, Consulting Services Bookings will be credited as
bookings.

In all Theaters outside of North America, only Enterprise Field Account Managers and
Enterprise Field Managers will be credited for Consulting Services Bookings and paid, if
earned, at the Renewal business rates.

In NA, Enterprise Field – Named /Federal/GHE Account Managers, Enterprise Inside –


Named /Federal/GHE Account Managers, Enterprise Field and Inside Manager
roles, Consulting Services Bookings will be credited and paid, if earned, at the New
Business rates, for roles with focuses on both New business and Renewal business. For
the above roles with a single focus, that do not have separate quotas for New business
and Renewal business, Consulting Services Bookings will be credited as bookings.

Consulting Services Bookings will not be credited to the Commercial Field or Inside
Managers, SMB Inside Roles, or Inside Sales Management Roles
Bookings beyond 3 years will not be credited.

6. Quota Credit by Market Segment and Role

The Market Segment and quotas applicable to each Participant are set out in the Participant’s Sales
Compensation Plan Letter. Credit is given against quota for each Market Segment in accordance with this
section.

6.1 Enterprise Market Segment

The Enterprise Market Segment is driven by Field Sales teaming with Inside Sales to
cover all Named Accounts. Enterprise Field and Inside Sales Account Managers will
drive business in their accounts by teaming with channel and/or alliance partners.

6.1.1 Enterprise Field Account Manager – Named/Federal/GHE

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Of the OTV tied to quota for Field Account Managers (Named/Federal/GHE) in


the Enterprise Market Segment, commission rates will be calculated as a
function of OTV and quota assignment. Enterprise Field Account Managers
(Named/Federal/GHE) are credited for New business bookings as defined in
section 5.1 and Renewal business bookings, as defined in section 5.2.

Enterprise Field Account Managers (Named/Federal/GHE) outside of North


America will also be credited and paid, if earned, for Consulting Services
Bookings, as defined in section 5.3, against the Renewal business quota.

Enterprise Field Account Managers (Named/Federal/GHE) in North America


will also be credited and paid, if earned, for Consulting Services Bookings, as
defined in section 5.3, against the Consulting Services quota. Consulting
Services will be paid, if earned, only on deals with Consulting Services above
$30,000.

There are separate New and Renewal business quotas. In order to move into
accelerator pay on the assigned New business quota, the Enterprise Field
Account Manager (Named/Federal/GHE) must attain 100% of the assigned total
quota, defined as the sum of the New business and Renewal business quotas.
Upon achievement of the total quota, any accelerator pay due, for greater than
100% achievement on the New business quota will be paid, if earned, in the next
pay cycle. Over-achievement on the Renewal business quota will be paid, if
earned, on a linear basis. In North America, in order to move into accelerator
pay the Enterprise Field Account Manager (Named/Federal/GHE) must attain
100% of the assigned total quota, defined as the sum of the New business,
Renewal business, and Consulting Services quotas.

New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

The total bookings credit from new Embedded deals cannot exceed 50% of the
Enterprise Field Account Manager’s (Named/Federal/GHE) annual New
business quota.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

For the Enterprise Field Account Manager – Named/Federal/GHE roles outside


of North America there will be a 10% quota credit uplift for all closed orders in
which a Deal Registration occurs.

For the Enterprise Field Account Manager – Named/Federal/GHE roles in North


America there will be a 5% quota credit uplift for all closed orders in which a
Deal Registration occurs and a 5% uplift for all closed orders in which a
Teaming Plan is in place.

6.1.2 Enterprise Inside Sales Account Manager – Named/Federal

Of the OTV tied to quota for Inside Sales Account Managers (Named/Federal)
in the Enterprise Market Segment, commission rates will be calculated as a
function of OTV and quota assignment. Enterprise Inside Sales Account
Managers (Named/Federal) are credited for New business, as defined in section
5.1 and Renewal business, as defined in section 5.2 in their territory. Enterprise

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Inside Account Managers will not be credited for Consulting Services Bookings
outside of North America.

There are separate New and Renewal business quotas. In order to move into
accelerator pay on the assigned New business quota, the Enterprise Inside Sales
Account Manager (Named/Federal) must attain 100% of the assigned total
quota, defined as the sum of the New business and Renewal business quotas.
Upon achievement of the total quota, any accelerator pay due, for greater than
100% achievement on the New business quota will be paid in the next pay cycle.
Over-achievement on the Renewal business quota will be paid, if earned, on a
linear basis. In North America, in order to move into accelerator pay the
Enterprise Inside Sales Account Manager (Named/Federal) must attain 100% of
the assigned total quota, defined as the sum of the New business, Renewal
business, and Consulting Services quotas.

New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

Enterprise Inside Account Managers (Named/Federal) in North America will


also be credited and paid, if earned, for Consulting Services Bookings, as
defined in section 5.3, against the Consulting Services quota. Consulting
Services will be paid, if earned, only on deals with Consulting Services above
$30,000.

For North America Inside Sales if a deal greater than $750,000 is booked that
includes or co-terms multiple 2015 entitlements that would have retired quota if
booked separately, quota credit will be allocated subject to the crediting
thresholds detailed in section 6.1.8. Only entitlements expiring outside the 15
day booking period will be considered for crediting. Upon validation by sales
finance, allocation of quota credit must be approved by the North America
Theater Lead.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

For the Enterprise Inside Account Manager – Named/Federal roles outside of


North America there will be a 10% quota credit uplift for all closed orders in
which a Deal Registration occurs.
For the Enterprise Inside Account Manager – Named/Federal roles in North
America there will be a 5% quota credit uplift for all closed orders in which a
Deal Registration occurs and a 5% uplift for all closed orders in which a
Teaming Plan is in place.

6.1.3 GHE Inside Sales Account Manager

Of the OTV tied to quota for GHE Inside Sales Account Managers commission
rates will be calculated as a function of OTV and quota assignment. GHE
Inside Sales Account Managers are credited for New business bookings, as
defined in section 5.1, and Renewal business, as defined in section 5.2 in their
territory. The GHE Inside Sales Account Manager will have separate quotas for
New business and Renewal business. In order to move into accelerator pay on
the assigned New business quota, the GHE Inside Sales Account Manager must
attain 100% of the assigned total quota, defined as the sum of the New business
and Renewal business quotas. Upon achievement of the total quota, any
accelerator pay due, for greater than 100% achievement on the New business

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quota will be paid in the next pay cycle. Over-achievement on the Renewal
business quota will be paid on a linear basis.

New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

GHE Inside Account Managers in North America will also be credited and paid,
if earned, for Consulting Services Bookings, as defined in section 5.3, against
the Consulting Services quota. Consulting Services will be paid, if earned, only
on deals with Consulting Services above $30,000.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

For the GHE Inside Account Manager role in North America there will be a 5%
quota credit uplift for all closed orders in which a Deal Registration occurs and a
5% uplift for all closed orders in which a Teaming Plan is in place.

6.1.4 Systems Integrator (SI) Account Managers

Of the OTV tied to quota for Systems Integrator Account Managers, a portion
will be tied to Sell To business and a portion tied to Sell Through business.
Each focus will have a separate quota, against which dependent acceleration will
occur. In order to be paid at accelerated rates on the Sell Through quota, the SI
Account Manager must attain 100% of the assigned Total quota, defined as the
sum of the Sell To and Sell Through quotas. Upon achievement of the 100%
Total quota threshold, any accelerator pay due for the Sell Through quota will be
paid, if earned in the next pay cycle.

New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate on the Sell To quota, as
specified in their Sales Compensation Plan Letter.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

For the Systems Integrator Account Manager role outside of North America
there will be a 10% quota credit uplift for all closed orders in which a Deal
Registration occurs on the Sell To quota.

For the System Integrator role in North America there will be a 5% quota credit
uplift for all closed orders in which a Deal Registration occurs and a 5% uplift
for all closed orders in which a Teaming Plan is in place on the Sell To quota.

6.1.5 Global Account Manager (GAM) Account Managers

Of the OTV tied to quota for Global Account Managers, a portion will be tied to
Sell To business and a portion tied to Sell Through business. Each focus will
have a separate quota, against which dependent acceleration will occur. In order
to be paid at accelerated rates on the Sell Through quota, the Global Account
Manager must attain 100% of the assigned Total quota, defined as the sum of
the Sell To and Sell Through quotas. Upon achievement of the 100% Total
quota threshold, any accelerator pay due for the Sell Through quota will be paid,
if earned in the next pay cycle.

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New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate on the Sell To quota, as
specified in their Sales Compensation Plan Letter.
The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

For the Global Account Manager role outside of North America there will be a
10% quota credit uplift for all closed orders in which a Deal Registration occurs
on the Sell To quota.

For the Global Account Manager role in North America there will be a 5% quota
credit uplift for all closed orders in which a Deal Registration occurs and a 5%
uplift for all closed orders in which a Teaming Plan is in place on the Sell To
quota.

6.1.6 Enterprise Market Segment Crediting Threshold by Theater

All thresholds to be applied by bookings value up to 3 years. Bookings


beyond 3 years are not credited to Sales, therefore will not be included in
threshold calculations.

North America
Crediting Threshold

Field and Inside Sales Account Managers will be credited and paid, if earned on
all orders.

Latin America
Crediting Threshold

Inside Sales Account Managers will be credited and paid, if earned on the first
$20,000 USD of New business and the first $100,000 USD of Renewal business
in a given order.

Field Account Managers will be credited and paid, if earned on all orders.

EMEA
Crediting Threshold

Inside Sales Account Managers will be credited and paid, if earned on the first
$100,000 USD of New business and the first $100,000 USD of Renewal
business in a given order.

Field Account Managers will be credited and paid, if earned on all orders.

APAC
Crediting Threshold

Field and Inside Sales Account Managers will be credited and paid, if earned on
all orders.

Japan
Crediting Threshold

Field Account Managers will be credited and paid, if earned on all orders, with
the exception of the East Region which will only be paid on deals greater than
$20,000 USD.

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6.2 Commercial Market Segment and Channel Sales

The Commercial Market Segment is a Channel-centric model, covering Named or Non-


Named Accounts above 250 employees in size. The Inside and Field Sales teams will
work very closely together and with channel partners and McAfee channel resources to
drive all business, both New and Renewal business, in their territory. Territory Channel
Account Managers, Channel Account Managers, Territory Account Managers, and other
Channel sales resources team with the Inside Sales role in the Field.

In some regions where there are no dedicated SMB resources, Commercial resources will
be used to cover the SMB market segment as well, which is defined in section 6.3.

6.2.1 Commercial Inside Sales Account Manager

Of the OTV tied to quota for Inside Sales Account Managers in the Commercial
Market Segment, commission rates will be calculated as a function of OTV and
quota assignment. Commercial Inside Sales Account Managers are credited for
New business bookings, as defined in section 5.1 and Renewal business, as
defined in section 5.2 in their territory.

The Commercial Inside Sales Account Managers will have separate quotas for
New business and Renewal business, against which acceleration may occur. In
order to move into accelerator pay on the assigned New business quota, the
Commercial Inside Account Manager must attain 100% of the assigned
quarterly total quota, defined as the sum of the New business and Renewal
business quotas. Upon achievement of the quarterly total quota, any accelerator
pay due, for greater than 100% achievement on the New business quota will be
paid, if earned, in the next pay cycle. Over-achievement on the Renewal
business quota will be paid, if earned, on a linear basis.

New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

For the Commercial Inside Sales Account Manager role outside of North
America there will be a 10% quota credit uplift for all closed orders in which a
Deal Registration occurs.

For the Commercial Inside Sales Account Manager in North America there will
be a 5% quota credit uplift for all closed orders in which a Deal Registration
occurs and a 5% uplift for all closed orders in which a Teaming Plan is in place.

6.2.1.1 Commercial Market Segment Inside Sales Crediting Threshold by


Theater
All thresholds to be applied by bookings value up to 3 years.
Bookings beyond 3 years are not credited to Sales, therefore will
not be included in threshold calculations

North America
Crediting Threshold

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Inside Sales Account Managers will be credited and paid, if earned on


all orders. This includes the Caribbean region, which is managed by
North America.

Latin America
Crediting Threshold

Inside Sales Account Managers will be credited and paid, if earned on


New business and Renewal business in a given order up to the
following:

Mexico and Brazil, Colombia and Ecuador: $30,000 New business and
$ 30,000 Renewal business
Central America and South America: $20,000 New business and $
20,000 Renewal business

EMEA
Crediting Threshold

Inside Sales Account Managers will be credited and paid, if earned on


the first $50,000 USD of New business and the first $50,000 USD of
Renewal business in a given order

APAC
Crediting Threshold

Inside Sales Account Managers will be credited and paid, if earned on


New business and Renewal business in a given order up to the
following:

Australia-New Zealand and SouthEast Asia:$30,000 New business and


$ 30,000 Renewal business
India, Greater China and Korea: $20,000 New business and $ 20,000
Renewal business

6.2.2 Territory Account Manager (TAM) (Non-Partner Focus)

The Territory Account Manager roles, are responsible for business in their
assigned territory working with our Channel Partners and Inside Sales Account
Managers. Of the OTV tied to quota for all Territory Account Managers,
commission rates will be calculated as a function of OTV and quota assignment.
Territory Account Managers are credited for New business bookings, as defined
in section 5.1,and Renewal business bookings, as defined in section 5.2 in the
Commercial market segment in their territory.

Territory Account Managers are responsible for driving both New business and
Renewal business in their Commercial territory.

There are separate New and Renewal business quotas. In order to move into
accelerator pay on the assigned New business quota, the TAM must attain 100%
of the assigned total quota, defined as the sum of the New business and Renewal
business quotas. Upon achievement of the total quota, any accelerator pay due,
for greater than 100% achievement on the New business quota will be paid, if
earned in the next pay cycle. Over-achievement on the Renewal business quota
will be paid on a linear basis.

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Some roles will have a single quota made up of New business and Renewal
business. The specific quota and OTV weightings are defined in their Sales
Compensation Plan Letter.

New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

For the Territory Account Manager role outside of North America there will be
a 10% quota credit uplift for all closed orders in which a Deal Registration
occurs.
For the Territory Account Manager – Generalist role in North America there
will be a 5% quota credit uplift for all closed orders in which a Deal Registration
occurs and a 5% uplift for all closed orders in which a Teaming Plan is in place.

6.2.2.1 Territory Account Managers Non-Partner Focus Deal Size Crediting


Threshold by Theater

All thresholds to be applied by bookings value up to 3 years.


Bookings beyond 3 years are not credited to Sales, therefore will
not be included in threshold calculations

North America
Deal Size Crediting Threshold

Territory Account Managers will be credited on all deals. This


includes the Caribbean region, which is managed by North
America

Latin America
Deal Size Crediting Threshold

Territory Account Managers will only be credited per the


following:

Mexico, Brazil, Colombia and Ecuador: For deals greater than


$30,000 in Net Bookings Value
Central America and South America: For deals greater than
$20,000 in Net Bookings Value

EMEA
Deal Size Crediting Threshold

Territory Account Managers will only be credited for deals


greater than $30,000 in Net Bookings Value

APAC
Deal Size Crediting Threshold

Territory Account Managers will only be credited per the


following:

Australia-New Zealand and South East Asia:


For deals greater than $30,000 in Net Bookings Value

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India, Greater China and Korea: For deals greater than


$20,000 in Net Bookings Value

Japan
Deal Size Crediting Threshold

Territory Account Managers will only be credited for deals


greater than $20,000 in Net Bookings Value in East region
only.

6.2.3 Territory Channel Account Manager (TCAM)

The Territory Channel Account Manager Partner Focus role is responsible for
business in their assigned territory working closely with our Channel Partners.
It is expected that the Territory Channel Account Manager will only make sales
calls with the participation of a Channel Partner. Of the OTV tied to quota for
all Territory Account Managers, commission rates will be calculated as a
function of OTV and quota assignment. Territory Channel Account Managers
are credited for New business bookings, as defined in section 5.1and Renewal
business bookings, as defined in section 5.2, in the specific market segment in
their territory.

TCAMs are also responsible for driving both New business and Renewal
business in their Commercial territory, as well as through Named Partners in
those territories. TCAMs will have a separate quota for National/Regional
Named partners and receive credit for Commercial segment New business
bookings from those Partners. As a result, Commercial market segment New
business transactions closed in the TCAM territory with one of the Regional
Named Partners will be credited and paid twice, against the Commercial
territory New Business quota and against the Territory Named Partner New
business quota.

Territory Channel Account Manager Partner Focus roles will have multiple
quotas measuring New business and Renewal business separately. In order to
move into accelerator pay on the assigned Commercial Territory New business
quota and the specific segment New business Named Partner quota, the TCAM
must attain 100% of the assigned total quota, defined as the sum of the New
business and Renewal business quotas. Upon achievement of the total quota,
any accelerator pay due, for greater than 100% achievement on the New
business quota and/or New business Named Partner quota will be paid in the
next pay cycle. Over-achievement on the Renewal business quota will be paid
on a linear basis.
.
New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

6.2.3.1 Territory Channel Account Managers Deal Size crediting threshold


by Theater

All thresholds to be applied by bookings value up to 3 years.


Bookings beyond 3 years are not credited to Sales, therefore will
not be included in threshold calculations

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North America
Deal Size Crediting Threshold

Territory Channel Account Manager Partner Focus roles will


be credited on all deals

Latin America
Deal Size Crediting Threshold

Territory Channel Account Manager Partner Focus roles will


only be credited per the following:

Mexico and Brazil, Colombia and Ecuador: For deals greater


than $30,000 in Net Bookings Value
Central America and South America: For deals greater than
$20,000 in Net Bookings Value

EMEA
Deal Size Crediting Threshold

Territory Channel Account Manager roles will only be


credited for deals greater than $30,000 in Net Bookings Value

APAC
Deal Size Crediting Threshold

Territory Channel Account Manager Partner Focus roles will


only be credited per the following:

Australia-New Zealand and South East Asia:


For deals greater than $30,000 in Net Bookings Value
India, Greater China and Korea: For deals greater than
$20,000 in Net Bookings Value

Japan
Deal Size Crediting Threshold

Territory Channel Account Manager Partner Focus roles will


only be credited for deals greater than $20,000 in Net
Bookings Value in East Region only

For the Territory Channel Account Manager roles above crediting


thresholds will be in place for all quotas.

6.2.4 Multi-Segment Territory Channel Account Manager

The Multi-Segment Territory Channel Account Manager role is responsible for


business in their assigned territory working closely with our Channel Partners.
It is expected that the Multi-Segment Territory Channel Account Manager will
only make sales calls with the participation of a Channel Partner. Of the OTV
tied to quota for all Multi-Segment Territory Channel Account Managers,
commission rates will be calculated as a function of OTV and quota assignment.
Multi-Segment Territory Channel Account Managers are credited for New
business bookings, as defined in section 5.1and Renewal business bookings, as
defined in section 5.2 in their territory.

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There will also be a focus on driving business with Regional Named Partners.
Bookings credit for the Regional Partners will be given for business through
these Named partners. New Business bookings for Next Generation Firewall
products, for all theaters outside of EMEA, will be paid at a Premier rate for
business through Regional Named Partners, as specified in their Sales
Compensation Plan Letter.

The Multi-Segment Territory Channel Account Manager role will have multiple
quotas against which independent acceleration may occur, for both their territory
and specific named Partners. The specific quota and OTV weightings are
defined in their Sales Compensation Plan Letter.

6.2.5 Channel Account Manager (CAM)

The Channel Account Manager role is responsible for business with their
assigned Channel Partners in their territory. Of the OTV tied to quota for all
Channel Account Managers, commission rates will be calculated as a function of
OTV and quota assignment. Channel Account Managers are credited for New
business bookings, as defined in section 5.1and Renewal business bookings, as
defined in section 5.2, in the specific market segments in their territory.

CAMs are also responsible for business with Named Partners in their territory.
CAMs will have a separate quota and receive credit for all segment bookings
from the Named Partners in their specific territory. There will also be a third
component geared towards achievement of specific Activity based Channel
Enablement metrics.

The Channel Account Manager role will have multiple quotas against which
independent acceleration may occur.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

6.2.6 National Channel Account Manager (NCAM)

The National Channel Account Manager role is responsible for business in their
assigned Channel Partners. Of the OTV tied to quota for all National Channel
Account Managers, commission rates will be calculated as a function of OTV
and quota assignment. National Channel Account Managers are credited for
New business bookings, as defined in section 5.1,, and Renewal business
bookings, as defined in section 5.2, in the specific market segments in their
territory.

NCAMs are responsible for driving Commercial/SMB business with Named


Partners in their territory. NCAMs will have a separate quota and receive credit
for all segment bookings from the Named Partners in their specific territory.
There will also be a third component geared towards achievement of specific
Activity based Channel Enablement metrics.

The National Channel Account Manager role will have multiple quotas against
which independent acceleration may occur. The specific quota and OTV
weightings are defined in their Sales Compensation Plan Letter.

6.2.7 National Channel Account Manager - SI

The National Channel Account Manager SI role is responsible for business in


their assigned Channel Partners. Of the OTV tied to quota for all National

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Channel Account Managers, commission rates will be calculated as a function of


OTV and quota assignment. National Channel Account Manager – SI roles are
credited for New business bookings, as defined in section 5.1, and Renewal
business bookings, as defined in section 5.2, in the specific market segments in
their territory

NCAM-Sis are responsible for driving all segment business with Named
Partners in their territory.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

Booking credit for any single deal will be limited to 20% of the annual quota for
the National Channel Account Manager - SI.

6.2.8 iCAM Named Partner

EMEA ICAM NAMED:

Of the OTV tied to quota for EMEA Commercial-SMB iCAM – Named,


commission rates will be calculated as a function of OTV and quota assignment.
The EMEA Commercial-SMB iCAM – Named is responsible for driving,
Commercial & SMB New and Renewal Bookings, as defined in section 5.1 and
section 5.2, in their territory, through Named Partners in their territory.

The EMEA Commercial-SMB iCAM – Named will have a single quota and
receive credit for all Commercial and SMB bookings from Named Partners in
their specific territory.

The EMEA Commercial-SMB iCAM – Named will have a single quota against
which acceleration may occur.

The EMEA Commercial-SMB iCAM – Named role will also have a quarterly
MBO goal.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

APAC, JAPAN & LTAM ICAM Named:

Of the OTV tied to quota for APAC Commercial-SMB iCAM – Named, LTAM
Commercial – SMB ICAM and Japan Commercial –SMB ICAM commission
rates will be calculated as a function of OTV and quota assignment. The APAC
Commercial-SMB iCAM – Named is responsible for driving, Commercial &
SMB New and Renewal Bookings, as defined in section 5.1 and section 5.2, in
their territory, through Named Partners in their territory.

The APAC Commercial-SMB iCAM – Named, Japan Commercial-SMB ICAM,


and LTAM Commercial- SMB ICAM role will have multiple quotas against
which independent quarterly acceleration may occur. Once annual quota is
achieved, acceleration and commissions are calculated off annual quota for
acceleration purposes, not quarterly quotas,

The APAC (only) Commercial-SMB iCAM – Named will also have a quarterly
MBO goal.

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The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

NA: ICAM Named

Of the OTV tied to quota for ICAM Named Partner, commission rates will be
calculated as a function of OTV and quota assignment. The ICAM Named
Partner Role is responsible for driving all Commercial & SMB New and
Renewal Bookings SMB New business bookings, as defined in section 5.1 and
section 5.2,in their territory, through Named Partners in their territory.

The ICAM Named Partner role will have a single quota and receive credit for all
Commercial and SMB bookings from either Named or in their specific territory.

The ICAM Named Partner role will have a single quota against which
acceleration may occur.

The ICAM Named Partner role will also have a quarterly MBO goal.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

NA: Commercial ICAM

Of the OTV tied to quota for Commercial ICAM, commission rates will be
calculated as a function of OTV and quota assignment. The ICAM Named
Partner Role is responsible for driving all Commercial, GHE & SMB New and
Renewal Bookings, as defined in section 5.1 and section 5.2, in their territory,
through Named in their territory.

The Commercial ICAM will have a single quota and receive credit for all
Commercial and SMB bookings from either Named or in their specific territory.

The Commercial ICAM will have two quotas s against which independent
acceleration may occur.

The Commercial ICAM will also have a quarterly MBO goal.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

6.2.9 iCAM Non Named Partner

EMEA ICAM Non Named:


Of the OTV tied to quota for EMEA Commercial-SMB iCAM Non Named,
commission rates will be calculated as a function of OTV and quota assignment.
The EMEA Commercial-SMB iCAM Non Named is responsible for driving,
Commercial & SMB New and Renewal Bookings, as defined in section 5.1 and
section 5.2,in their territory, through Non-Named Partners in their territory.

The EMEA Commercial-SMB iCAM Non Named will have a single quota and
receive credit for all Commercial and SMB bookings from Non-Named Partners
in their specific territory.

The EMEA Commercial-SMB iCAM Non Named role will have a single quota
against which acceleration may occur.

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The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

NA: ICAM SaaS

Of the OTV tied to quota for the iCAM – SaaS role, commission rates will be
calculated as a function of OTV and quota assignment. The iCAM – SaaS role
is responsible for driving, New business bookings, as defined in section 5.1 and
Renewal business bookings, as defined in section 5.2,in their territory,

The iCAM – SaaS role will have a multiple quotas and receive credit for all
MxLogic bookings from in their specific territory.

The iCAM – SaaS role will have multiple quotas against which independent
acceleration may occur.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

6.2.10 Distribution Account Managers (DAM)

Of the OTV tied to quota for Distribution Account Managers, commission rates
will be calculated as a function of OTV and quota assignment. Distribution
Account Managers are credited for Commercial and/or SMB New business
bookings, as defined in section 5.1, and Renewal business bookings, as defined
in section 5.2, in their territory through Named Partners.

DAMs will have a separate quota and receive credit for all segment bookings
through Named Partners in their territory. There will also be an additional MBO
component geared towards achievement of specific Activity based Partner
Enablement metrics.

The DAM role will have multiple quotas against which independent acceleration
may occur.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

6.3 Consumer Market Segment

Consumer Account Managers and Consumer Sales Management are responsible for all
business in their Territory and/or through their named accounts/partners.

Some roles will entirely be measured against quota or MBO where others will be
measured against a quota and MBO as defined in their Sales Compensation Plan Letter.

6.4 Multiple Market Segments

6.4.1 New Business Account Manager

The New Business Account Manager role is responsible for driving both New
business and Renewal business in their assigned territory working closely with
our Inside Sales Account Managers. Of the OTV tied to quota for all New
Business Account Managers, commission rates will be calculated as a function
of OTV and quota assignment. New Business Account Managers are credited
for New business bookings, as defined in section 5.1, and Renewal business
bookings, as defined in section 5.2 in their territory.

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New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

There is a single quota against which accelerator pay may occur as defined in
their Sales Compensation Plan Letter, except where Consulting Services is
credited, as defined in section 5.3, which will be measured as a separate quota.

For the New Business Account Manager role outside of North America there
will be a 10% quota credit uplift for all closed orders in which a Deal
Registration occurs.
For the New Business Account Manager role in North America there will be a
5% quota credit uplift for all closed orders in which a Deal Registration occurs
and a 5% uplift for all closed orders in which a Teaming Plan is in place.

6.4.2 Multi-Segment Account Manager

The Multi-Segment Account Manager will be used in countries and regions not
large enough to support the Enterprise, Commercial/SMB Go to Market strategy
employed by the rest of the sales force. Of the OTV tied to quota for Multi-
Segment Account Managers, commission rates will be calculated as a function
of OTV and quota assignment. Multi-Segment Account Managers are credited
for New business bookings, as defined in section 5.1, and Renewal business
bookings, as defined in section 5.2. The Multi-Segment Account Manager will
be credited for Consulting Services, as defined in section 5.3, only for the
Enterprise segment.

New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

For the Multi-Segment Account Manager role outside of North America there
will be a 10% quota credit uplift for all closed orders in which a Deal
Registration occurs.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

6.4.3 Multi-Segment Inside Sales Account Manager

The Multi-Segment Inside Sales Account Manager will be used in countries and
regions not large enough to support the Enterprise, Commercial/SMB Go to
Market strategy employed by the rest of the sales force. Of the OTV tied to
quota for Multi-Segment Inside Sales Account Managers, commission rates will
be calculated as a function of OTV and quota assignment. Multi-Segment
Inside Sales Account Managers are credited for New business bookings, as
defined in section 5.1, and Renewal business bookings, as defined in section 5.2
in their territory.

There are separate New business and Renewal business quotas as defined in
their Sales Compensation Plan Letter.

New Business bookings for Next Generation Firewall products, for all theaters
outside of EMEA, will be paid at a Premier rate, as specified in their Sales
Compensation Plan Letter.

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DocuSign Envelope ID: 4B8D7E15-6D94-4F5E-A771-F54BC124E63C

In Japan East, Multi-Segment Inside Sales Account Managers will only receive
credit on deals below $20,000.

For the Multi-Segment Inside Account Manager role outside of North America
there will be a 10% quota credit uplift for all closed orders in which a Deal
Registration occurs.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

6.4.4 Product Sales Representatives and Product Sales Management

Product Sales Representatives and Product Sales Management roles are in


countries where we are driving emerging technologies and support the local
sales teams. These roles are responsible for prospecting for business and driving
a strong pipeline in their assigned product line within their territory. Of the
OTV tied to quota for Product Sales Representatives, commission rates will be
calculated as a function of OTV and quota assignment.

These roles are credited for New business bookings, as defined in section 5.1 in
their territory for a specific Product line.

There is a single quota against which accelerator pay may occur as defined in
their Sales Compensation Plan Letter.

6.4.4.1 Specialist Sales Representative

Sales Specialists Representatives roles are driving emerging technologies,


specific to Next Generation Firewall and IPS and support the local sales teams.
These roles are responsible for prospecting for business and driving a strong
pipeline in their assigned product line within their territory

Of the OTV tied to quota for Sales Specialist roles, commission rates will be
calculated as a function of OTV and quota assignment. Sales Specialist
Representatives roles are credited for New business bookings, as defined in
section 5.1, and Renewal business bookings, as defined in section 5.2, in their
territory.

There are separate quotas against which independent accelerator pay may occur
as defined in their Sales Compensation Plan Letter.

6.4.5 Embedded Account Manager

The Embedded Account Manager role is expected to drive embedded


opportunities with named accounts/partners as well as synergies with Intel.

Of the OTV tied to quota for the Embedded Account Manager role, commission
rates will be calculated as a function of OTV and quota assignment The
Embedded Account Manager is responsible for business through their named
accounts/partners. Additionally, they will be measured on MBO goals agreed
upon with management specifically focused on Design Wins.

There is a single quota against which accelerator pay may occur as defined in
their Sales Compensation Plan Letter.

6.4.5.1 Embedded Account Manager – Business Development Manager

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The Embedded Account Manager - BDM role is responsible for business


through their named accounts/partners. They will be measured on MBO goals
agreed upon with management specifically focused on Design Wins as defined
in their Sales Compensation Plan Letter.

6.4.6 Strategic Alliances Account Manager

The Strategic Alliances Account Manager role is expected to drive opportunities


with named accounts/partners. Of the OTV tied to quota for the Strategic
Alliances Account Manager role, commission rates will be calculated as a
function of OTV and quota assignment. Additionally, they will be measured on
MBO goals agreed upon with management.

There is a single quota against which accelerator pay may occur as defined in
their Sales Compensation Plan Letter.

6.4.7 Lead Development

Lead Development Representatives are responsible for demand creation for their
specific product lines, in the form of high outbound call volume, within new and
existing McAfee customers. The Lead Development team is built to primarily
serve the Enterprise and Commercial segments but will support all market
segments.

Lead Development Representatives will have demand creation responsibilities in


the form of a MBO split between Call Volume and the passing Qualified Leads
as defined in their Sales Compensation Plan Letter.

Call Volume will be measured as the average number of inbound and outbound
calls in a day, by quarter, as a percentage of target. A Qualified Lead is defined
as a Lead for which a discussion has taken place with the customer, the contact
information and lead details have been correctly depicted in the CRM tool, the
Segment has been identified, the contact is in a decision-making or influencing
role, a customer business need has been identified, and the “next steps” have
been established. The Lead must then be “accepted” by the Enterprise Field
Account Manager or Channel/Territory Account Manager in order to be
considered Qualified.

6.5 Sales Management

6.5.1 Inside Sales Management

Inside Sales Management is credited as a roll-up of their respective sales teams on all
activity in their Territory. Inside Sales Management also has a focus on meeting
quarterly targets and will be measured against quarterly quotas in the form of the
Quarterly Quota Targets.

The payout structure for achievement of your Company Performance Metric will be as
follows:

Achieve <85% of your quarterly target = 0 payment


Achieve 85-110% of your quarterly target = Linear pay scale of the quarterly
payout target (Ex: Attainment % x quarterly payout target)
Achieve >110% of your quarterly target = Attainment will be escalated by 1.2,
multiplied by the quarterly payout target (Ex: Attainment % x quarterly payout
target x 1.2)

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DocuSign Envelope ID: 4B8D7E15-6D94-4F5E-A771-F54BC124E63C

Example: Quarterly Quota Target payout amount: $7,500


Achievement: 115%
Calculation: 115% x 7,500 x 1.2 = $10,350 potential payment assuming
prerequisites are satisfied

If you fail to achieve the minimum 85% threshold in a given quarter, provided you
achieve the 85% threshold in the other 3 quarters and achieve 100% of your annual quota,
you will be paid at the percent achievement on the quarter in which failed to attain the
85% threshold. If you achieve 77% in a given quarter, have achieved at least 85% the
other 3 quarters and attained your annual quota, you will be paid 77% of your quarterly
quota target payout amount at the end of the fiscal year.

Achievement will be based on quota for the full quarter in order for that quarter to count.
Each quarter is measured independently. Payouts will generally be paid 30-60 days
following the end of the measured quarter and Participant must be employed and in good
standing at the end of the quarter in order to be eligible for payment. The measurement
and payout for the Company Performance Metric portion of the plan will be made
quarterly.

For Inside Sales Management, New Business bookings for Next Generation Firewall
products, for all theaters outside of EMEA, will be paid at a Premier rate for business
through Regional Named Partners, as specified in their Sales Compensation Plan Letter.
The Inside Sales Management roles will have multiple quotas against which independent
acceleration may occur.

For the Inside Sales Management role outside of North America there will be a 10%
quota credit uplift for all closed orders in which a Deal Registration occurs.

For the Inside Sales Management role in North America there will be a 5% quota credit
uplift for all closed orders in which a Deal Registration occurs and a 5% uplift for all
closed orders in which a Teaming Plan is in place.

6.5.2 Field Sales Management (Regional Directors and Country Managers)

Field Sales Management is credited as a roll-up of their respective sales teams on all
activity in their Territory, including Embedded bookings credited to the Enterprise Field
Account Managers. Field Sales Management also has a focus on meeting a Quarterly
Training Performance Metric, as detailed in section 3.2.1, as well as the Company
Performance Metric and will be measured against the specific performance metric
published, via email, in the given quarter. These may include quarterly forecast
accuracy, revenue realization targets, quarterly discount threshold targets, or quarterly
bookings targets.

The payout structure for achievement of your Company Performance Metric will be
based on Quarterly Target Attainment and Forecast Accuracy as follows:

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DocuSign Envelope ID: 4B8D7E15-6D94-4F5E-A771-F54BC124E63C

Quarterly Target Attainment %


Bonus Calculation
110% + 95% - 110% 85% - 95% <85%

Forecast Accruacy %
>110% 100% 100% 0% 0%

95% - 110% 150% 120% 100% 100%

90% - 94% 110% 100% 80% 0%

85% - 89% 90% 80% 70% 0%

<85% 0% 0% 0% 0%

Payout:
Final bookings must be within -5% to +10% of your Week 6 AND Week 10
Forecast to receive payment.

Examples:
Finishing between 10-15% below the commit and 85% quarterly attainment
would be 70% payout of the MBO

Finishing 6% below the commit and 90% quarterly attainment would be 80%
payout of the MBO

Finishing 5% above the commit and 105% quarterly attainment would be 120%
payout of the MBO

Finishing 9% above the commit and 110% quarterly attainment would be 150%
payout of the MBO

No Payout:

Examples:
Forecast Accuracy more than 15% below your Week 6 AND Week 10 Forecast

Bookings <85% attainment of Quarterly Target, except where Forecast accuracy


is within -5% to +10% of the Week 6 and Week 10 Forecast

Finishing more than 15% below your commit in Week 6 or Week 10 regardless
of quarterly attainment %

Achievement will be based on quota for the full quarter in order for that quarter to count.
Each quarter is measured independently. Payouts will generally be paid 30-60 days
following the end of the measured quarter and Participant must be employed and in good
standing at the end of the quarter in order to be eligible for payment. The measurement
and payout for the Quarterly Performance Metric and Quarterly Training Performance
Metric portions of the plan will be made quarterly.

There is a single quota against which accelerator pay may occur as defined in their Sales
Compensation Plan Letter.

For Field Sales Management, New Business bookings for Next Generation Firewall
products, for all theaters outside of EMEA, will be paid at a Premier rate for business
through Regional Named Partners, as specified in their Sales Compensation Plan Letter.

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DocuSign Envelope ID: 4B8D7E15-6D94-4F5E-A771-F54BC124E63C

For the Field Sales Management roles outside of North America there will be a 10%
quota credit uplift for all closed orders in which a Deal Registration occurs.

For the Field Sales Management role in North America there will be a 5% quota credit
uplift for all closed orders in which a Deal Registration occurs and a 5% uplift for all
closed orders in which a Teaming Plan is in place.

6.5.3 Field Sales Management (Area Vice-Presidents)

Field Sales Management is credited as a roll-up of their respective sales teams on all
activity in their Territory, including Embedded bookings credited to the Enterprise Field
Account Managers. Field Sales Management also has a focus on meeting the Company
Performance Metric and will be measured against the specific performance metric
published, via email, in the given quarter. These may include quarterly forecast
accuracy, revenue realization targets, quarterly discount threshold targets, or quarterly
bookings targets.

The payout structure for achievement of your Company Performance Metric will be
based on Quarterly Target Attainment and Forecast Accuracy as follows:

Quarterly Target Attainment %


Bonus Calculation
110% + 95% - 110% 85% - 95% <85%
Forecast Accruacy %

>110% 100% 100% 0% 0%

95% - 110% 150% 120% 100% 100%

90% - 94% 110% 100% 80% 0%

85% - 89% 90% 80% 70% 0%

<85% 0% 0% 0% 0%

Payout:
Final bookings must be within -5% to +10% of your Week 6 AND Week 10
Forecast to receive payment.
Examples:
Finishing between 10-15% below the commit and 85% quarterly attainment
would be 70% payout of the MBO

Finishing 6% below the commit and 90% quarterly attainment would be 80%
payout of the MBO

Finishing 5% above the commit and 105% quarterly attainment would be 120%
payout of the MBO

Finishing 9% above the commit and 110% quarterly attainment would be 150%
payout of the MBO

No Payout:

Examples:
Forecast Accuracy more than 15% below your Week 6 AND Week 10 Forecast

Bookings <85% attainment of Quarterly Target, except where Forecast accuracy


is within -5% to +10% of the Week 6 and Week 10 Forecast

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Finishing more than 15% below your commit in Week 6 or Week 10 regardless
of quarterly attainment %

Achievement will be based on quota for the full quarter in order for that quarter to count.
Each quarter is measured independently. Payouts will generally be paid 30-60 days
following the end of the measured quarter and Participant must be employed and in good
standing at the end of the quarter in order to be eligible for payment. The measurement
and payout for the Quarterly Performance Metric and Quarterly Training Performance
Metric portions of the plan will be made quarterly.

There is a single quota against which accelerator pay may occur as defined in their Sales
Compensation Plan Letter.

6.5.4 Region Leads (Regional Vice Presidents)

Region Leads are credited as a roll-up of their respective sales teams on all activity in
their Territory, including Embedded bookings credited to the Enterprise Field Account
Managers. Region Leads also have a focus on meeting the Company Performance Metric
and will be measured against the specific performance metric published, via email, in the
given quarter. These may include quarterly forecast accuracy, revenue realization targets,
quarterly discount threshold targets, or quarterly bookings targets.

The payout structure for achievement of your Company Performance Metric will be
based on Quarterly Target Attainment and Forecast Accuracy as follows:

Quarterly Target Attainment %


Bonus Calculation
110% + 95% - 110% 85% - 95% <85%
Forecast Accruacy %

>110% 100% 100% 0% 0%

95% - 110% 150% 120% 100% 100%

90% - 94% 110% 100% 80% 0%

85% - 89% 90% 80% 70% 0%

<85% 0% 0% 0% 0%

Payout:
Final bookings must be within -5% to +10% of your Week 6 AND Week 10
Forecast to receive payment.
Examples:
Finishing between 10-15% below the commit and 85% quarterly attainment
would be 70% payout of the MBO

Finishing 6% below the commit and 90% quarterly attainment would be 80%
payout of the MBO

Finishing 5% above the commit and 105% quarterly attainment would be 120%
payout of the MBO

Finishing 9% above the commit and 110% quarterly attainment would be 150%
payout of the MBO

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No Payout:

Examples:
Forecast Accuracy more than 15% below your Week 6 AND Week 10 Forecast

Bookings <85% attainment of Quarterly Target, except where Forecast accuracy


is within -5% to +10% of the Week 6 and Week 10 Forecast

Finishing more than 15% below your commit in Week 6 or Week 10 regardless
of quarterly attainment %

Achievement will be based on quota for the full quarter in order for that quarter to count.
Each quarter is measured independently. Payouts will generally be paid 30-60 days
following the end of the measured quarter and Participant must be employed and in good
standing at the end of the quarter in order to be eligible for payment. The measurement
and payout for the Quarterly Performance Metric and Quarterly Training Performance
Metric portions of the plan will be made quarterly.

For Region Leads, New Business bookings for Next Generation Firewall products, for all
theaters outside of EMEA, will be paid at a Premier rate for business through Regional
Named Partners, as specified in their Sales Compensation Plan Letter.

There is a single quota against which accelerator pay may occur as defined in their Sales
Compensation Plan Letter.

6.5.5 Theatre Leads

Theatre Leads are credited based on the bookings report for all activity in their
Theatre or Region, as defined in the Sales Compensation Plan Letter. Theatre
Leads also have a focus on meeting quarterly bookings and expense targets and
will be measured against quarterly E:B Targets.

The payout structure for achievement of your Quarterly E:B Targets will be as
follows:

Achieve <80% of your quarterly target = 0 payment


Achieve 80-110% of your quarterly target = Linear pay scale of the
payout target (Ex: Attainment % x payout target)
Achieve >110% of your quarterly target = Attainment will be escalated
by 1.2 multiplied by the payout target (Ex: Attainment % x payout
target x 1.2)

The Quarterly E:B will be factored by Achievement against the Quarterly


Horizon Product Quota targets, which will be communicated to you via email:

Achievement of 0 of 5 Product Quotas– 50% factor of E:B Attainment


Achievement of 1 of 5 Product Quotas– 75% factor of E:B Attainment
Achievement of 2 of 5 Product Quotas– 100% factor of E:B Attainment
Achievement of 3 of 5 Product Quotas– 125% factor of E:B Attainment
Achievement of 4 of 5 Product Quotas– 160% factor of E:B Attainment
Achievement of 5 of 5 Product Quotas– 200% factor of E:B Attainment

Achievement will be based on quota for the full quarter in order for that quarter
to count. Each quarter is measured independently. Payouts will generally be
paid 30-60 days following the end of the measured quarter and Participant must
be employed and in good standing at the end of the quarter in order to be eligible

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for payment. The measurement and payout for the E:B Target portion of the
plan will be made quarterly.

If you fail to achieve the minimum 80% threshold in a given quarter on the
Quarterly E:B Target, provided you achieve the 80% threshold in the other 3
quarters and achieve 80% of your annual quota, you will be paid, if earned, at
the percent achievement on the quarter in which failed to attain the 80%
threshold factored by the achievement of the Horizon Product Quotas in the
same quarter. If you achieve 77% in a given quarter, have achieved at least 80%
the other 3 quarters and attained your annual quota, you will be paid 77%, if
earner, of your Quarterly E:B Target payout amount at the end of the fiscal year
factored by the achievement of the Horizon Product Quota in that quarter.

There is a single quota against which accelerator pay may occur as defined in
their Sales Compensation Plan Letter.

6.5.6 Inside Sales Theatre Leads

Inside Sales Theatre Leads are credited based on the bookings report for all
activity in their Theatre or Region.

There are multiple quotas against which accelerator pay may occur as defined in
their Sales Compensation Plan Letter.

6.5.7 Technical Services Leads

Technical Services Lead is credited based on the bookings report for all activity
in their Theatre or Region.

There are multiple quotas against which accelerator pay may occur as defined in
their Sales Compensation Plan Letter.

6.5.8 Sales Operations Leads

Sales Operations Leads are credited based on the bookings report for all activity
in their Theatre or Region and specific quarterly MBO’s as defined by
management.

There is a single quota against which accelerator pay may occur as defined in
their Sales Compensation Plan Letter.

6.6 Channel Sales

The Channel Sales organization works with McAfee Channel Partners and the Field Sales
organization so the Partners complement and extend McAfee selling efforts.

In the Enterprise segment, the Channel Sales organization will work with and enable
partners who provide pre and post sales value-add-services, provide industry expertise on
key verticals (namely Telco, Government, Financial Services, and National
Infrastructure) and drive the interlock.

In the Commercial segment, Channel Sales organization will drive Partners to work with
Inside Sales Account Managers and the Field Sales organization to increase McAfee’s
footprint in these accounts.

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In the SMB segment, Channel Partners act as McAfee’s field sales role and the Channel
Sales organization is responsible for driving Partners to find and close deals with minimal
McAfee assistance.

The specific Channel sales roles are defined according to their market segment in above
sections 6.2 and 6.3.

6.6.1 MSP Lead

MSPs Leads will be measured in the form of a MBO incorporating both a


bookings quota and specific Managed Service Provider Activities.

6.6.2 Channel Management

The Channel Management roles are also responsible for driving business with
the Regional Partners, and in some cases National Partners named by their team,
in the territories managed by their team. There are 3 different types of Channel
Management roles and each has a specific comp plan and crediting structure.
The Channel Management roles may have multiple quotas against which
independent acceleration may occur, for both their territory and specific named
Partners.

The specific quota and OTV weightings are defined in their Sales Compensation
Plan Letter.

6.6.2.1 Channel Management 1:

The Channel Management 1 role is credited for New business bookings, as


defined in section 5.1, excluding 5.1.3, and Renewal business bookings, as
defined in section 5.2.

The Channel Management 1 role will have separate quotas for specific
segment bookings in their territory through Named
Partners/Distributors of their teams and all segment bookings in their
territory through the Named Partners/Distributors of their teams.

6.6.2.2 Channel Management 2:

The Channel Management 2 role is credited for New business bookings, as


defined in section 5.1, excluding 5.1.3, and Renewal business bookings, as
defined in section 5.2.

The Channel Management 2 role will have separate quotas for specific
segment bookings in their territory as a roll up of their teams and
specific segment bookings in their territory through the Named Partners
of their teams.

6.6.2.3 Channel Management 3:

The Channel Management 3 role is credited for New business bookings, as


defined in section 5.1, excluding 5.1.3, and Renewal business bookings, as
defined in section 5.2.

The Channel Management 3 role will have separate quotas for


Commercial/SMB bookings in their territory, all segment bookings in
their territory, and Commercial/SMB bookings in their territory
through the Named Partners of their teams.

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6.6.3 Theatre Channel Leads

Theatre Channel Leads are credited are credited for New business bookings, as
defined in section 5.1, excluding 5.1.3, and Renewal business bookings, as
defined in section 5.2.

The Theater Channel Lead will have separate quotas for Commercial/SMB
bookings in their territory, all segment bookings in their territory, and
Commercial/SMB bookings in their territory through the Named Partners of
their teams.

6.6.4 SVP, Global Channel and Indirect Go to Markets

The SVP, Global Channel and Indirect Go To Markets is credited for New
business bookings, as defined in section 5.1, excluding 5.1.3, Renewal business
bookings, as defined in section 5.2, in their territory.

The SVP, WW Channel Sales will have a quota for Commercial bookings in
their territory, as well as specific Activities focused on Partners and MSP
activity.

6.7 Systems Engineers (SE) and Systems Engineer Management

6.7.1 Systems Engineers (SE) and Systems Engineer Management

Systems Engineers and SE Management are responsible for all business in their
Territory, as defined in the Sales Compensation Plan Letter. Systems
Engineers’ quotas will be assigned at the Regional Director or Country level and
specified in the Sales Compensation Plan Letter.

For the SE and Systems Engineer Management roles there will be a 10% quota
credit uplift for all closed orders in which a Deal Registration occurs.

6.7.2 Embedded Systems Engineers (SE) and Embedded Systems Engineer


Management

The Embedded Systems Engineers (SE) and Embedded Systems Engineer Management
roles are responsible for Design Win business through their named accounts/partners.
They will be measured on MBO goals agreed upon with management specifically
focused on Design Wins as defined in their Sales Compensation Plan Letter.

6.7.3 Solutions Architects

Solutions Architects are responsible for all business in their Territory, typically
measured as a MBO, as specified in the Compensation Plan Letter, in order to
drive product bookings in addition to specific objectives as assigned by Sales
and Senior SE Management.

6.8 Professional Services

6.8.1 Consultants

Consultants will be measured on quarterly Individual Utilization. Consultants


will also be credited for quarterly Consulting Services Revenue in their Territory
as well as a quarterly Consulting Services Margin component as specified in the

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Sales Compensation Plan Letter to help ensure expenses are controlled at all
levels in the Consulting organization.

6.8.2 Consulting Management

Consulting Management will be credited for Consulting Services Revenue and


Bookings within their Territory. Additionally, there is a Consulting Margin
component as specified in the Sales Compensation Plan Letter to ensure
expenses are controlled at all levels in the Consulting organization.

6.8.3 Consulting Sales Account Manager and Consulting Sales Management

Consulting Sales Account Managers and Consulting Services Management will


be credited for Consulting Bookings within their Territory.

No single transaction may make up more than 25% of the assigned annual quota.

6.9 Sales Operations and Sales Operations Management

Sales Operations and Sales Operations Management roles are responsible for all business
in their Territory, as defined in the Sales Compensation Plan Letter. Sales Operations
Management quotas will be assigned at the Region, Country, or Theatre level. Some
Sales Operations roles may have a MBO component as specified in the Sales
Compensation Plan Letter.

7. Booking Criteria

In order to constitute a “booking” against which credit will be applied to count towards Participant’s Quota
achievement (“Quota Credit”), the sales and/or services order must satisfy the criteria set out in this section.

Where there are references to the dollar ($), order value assignment will be based on the Actual US Dollar
equivalent and Commission Payments will be made based on US Constant Dollar.

7.1 New Business Bookings, Renewal Business Bookings, Platinum Support Services,
and Education

The booking of an order must meet the criteria for revenue recognition in accordance
with the most current version of the Quoting Handbook and Operational Guide, located
on McAfee’s internal website, http://internal.nai.com/division/sales/sales-operation/ and
is determined solely by McAfee management and the respective Theatre Deal Desk. A
booking will be credited only when all applicable documents are received and approved
by the McAfee order management team and no sooner than the customer’s scheduled
date of shipment or acceptance, if stated.

Commissions will not be advanced nor quota credited until the applicable documents as
listed in the Quoting Handbook have been approved by Finance. If an order was
contingent upon acceptance by the customer, a booking will occur only after written
confirmation of acceptance or the date of deemed acceptance, as outlined in the contract,
by the customer has occurred.

Bookings credit will be limited to 3 years. Bookings credit beyond 3 years will not be
credited.

If any portion of the Consulting Services booking is cancelled, the standard rules will
apply per section 11.

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In all cases you are responsible for ensuring that an order meets with the Quoting
Handbook and Operational Guide and the legal and financial requirements for your
Territory before an order is booked.

Below are several examples of issues which may delay or invalidate bookings and
awarding of quota credit (such list is not all inclusive):

 Non-Generally Available (“non-GA”) products – full value of orders containing


non-GA or beta products will be deferred until GA product is delivered
 Non-Generally Available (“non-GA”) functionality or future versions of existing
products – full value of orders containing non-GA functionality or future
versions of existing products will be deferred until GA product is delivered
 Fiscal funding
 All documents required per the Operational Guide not executed prior to period
end including contract, SOW, purchase order, etc
 Non-standard terms not approved by Deal Desk or Legal
 Delayed shipment dates or License start dates
 Free products or services that are not included on the order documentation
(requirement that all free products or services are included) will cause the entire
order to be deferred
 The price is not fixed and based upon some future occurrence. (All fees must be
fixed and determinable in nature)
 Partner does not have the required supporting documentation for the order such
as the customer PO
 Order is subject to refund or exchange of products
 Extended payment terms beyond acceptable limits that cause the order to be
deferred, unless such payment terms have been approved by the Senior Vice
President of Finance (or his delegate)
 Extended warranties beyond acceptable limits that cause the order to be deferred
 Any contract or SOW containing terms different from standard without revenue
and legal approval stamp

As we are crediting on the estimated 1st year value of the Embedded Design Wins, section 7.1
does not apply for Embedded Crediting in the Enterprise Market Segment. The estimated value
that is credited may be adjusted up or down based on the initial estimate being too high or too low.
Recovery of credit and advanced commissions will be made if the deal does not launch in a 12
month period.

7.2 Consulting Services Pre-Sales Support

For any booking where McAfee Consulting Services provides pre-sales support tracked
as an approved internal project, Consulting Services must also win the implementation
services in excess of 2x the pre-sale work. Otherwise the pre-sales work will be carved
out of the booking amount for Quota Credit purposes. Exceptions must be approved by
the EVP, WW Sales.

8. Prohibited Transactions

McAfee strictly prohibits certain sales practices and will not allocate or will reverse Quota Credit and will
not award or will recoup as part of the calculation process for future payments. Variable Compensation in
connection with transactions tainted by prohibited sales practices. The following is a list of the type of
prohibited sales for which McAfee will not allocate Quota Credit or award compensation. Transactions
that:
 include side letters or oral agreements with any customers or partners that modify, add to, or
supersede the terms of the relevant contract or purchase order that:

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o include unfulfilled performance guarantees, future product commitments or exchange


rights contracts;
o contain award contingencies such as a customer obtaining third party financing;
o contain price protection to any customer or partner
o claims of Channel bookings that precede an identified end user or valid Purchase Order
o falsifies end-user Purchase Order documentation
 include any unauthorized splitting or distribution of Variable Compensation
 contain any other violation of McAfee’s Code of Conduct or other human resource policies

Any Participant who engages in such transactions also may be subject to discipline up to and including
termination and compensation sanctions (including withholding bonuses and stock awards) according to
applicable laws and local HR policies. At McAfee’s request, the Participant will provide a written
statement to the effect that no transaction, in which the Participant was involved, included any such
prohibited transactions.

9. Discounts

Discounting must be in accordance with the standard McAfee discounting policy as advised by the Theatre
Deal Desk.

McAfee management reserves the right to withhold or reduce commissions, until the order is booked and
recognized as revenue, for orders that are discounted beyond the normal McAfee discounting policy, or
where margins are below the tolerated range.

10. Advancing, Earning and Reconciliation of Variable Compensation Payments

McAfee awards quota credit per section 7, however Variable Compensation payments are considered
“advanced” until all revenue recognition stipulations and booking policy criteria, as defined in section 7,
have been met. Variable Compensation is generally paid on a monthly, quarterly, and/or annual basis and is
subject to the appropriate withholding, including income and any other applicable taxes. For active
Participants, Variable Compensation against the Quota will generally be advanced within 30-60 days from
the end of the month in which the booking was made. For separated employees. Variable Compensation
not yet advanced will not be advanced but paid if earned 90 days after separation to ensure all revenue
recognition stipulations and booking policy criteria are met..

For Participants with MBOs, Variable Compensation dependent on MBO achievement will normally be
distributed in the last payroll cycle of the month following the end of the measurement period. For
separated employees. Variable Compensation not yet advanced will not be advanced but paid if earned 90
days after separation to ensure all revenue recognition stipulations and booking policy criteria are met.
McAfee may change the award schedule for Variable Compensation in its sole and reasonably exercised
discretion. No Participant will be entitled to Variable Compensation unless and until all terms, provisions,
and conditions in this Plan have been met. No Variable Compensation will be paid until Quota Credit is
reasonably determined per the McAfee booking criteria.

McAfee may delay the payment of Variable Compensation until revenue recognition requirements
(including requirements of McAfee, McAfee’s auditors, Audit Committee of McAfee’s Board of Directors,
and the United States Securities and Exchange Commission) are met.

If McAfee accepts payment terms from a customer less than or equal to ninety (90) days from the date of
an order, Variable Compensation will generally be advanced based on the date the sale is approved, and if
greater than ninety (90) days from the date of a sale, Variable Compensation will generally be awarded in
the month following verification of the booking by McAfee finance.

The commission payment schedule for any single transaction that exceeds the lesser of $5M in quota credit
or in excess of 100% of your Quota may, at management’s discretion, be paid 60% at time of booking and
40% at the time final or full payment is received from the customer.

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Sales Management reserves the right to amend the quota assignment, commission payment or crediting
schedule, cap, or adjust commission crediting and/or payments at any time. Any changes will be approved
by the EVP, WW Sales.

11. Reconciliations of Advanced Variable Compensation

Managing receivables and closing good business is an important part of an employee’s job. All sales
employees are expected to ensure that McAfee is paid by its customers according to the contract. Any
monies advanced based on transactions for which all earning criteria are not satisfied (i.e., booking policy
criteria met and payment received by McAfee within 120 days of booking) shall be reconciled when
calculating any further payments made under this Plan.

Exceptions must be approved, in writing, by the EVP, WW Sales.

For any reversals of deals that result in a credit or cancellation of fees due to McAfee, Quota Credit and
Variable Compensation will be reversed at the current rate at the time of the reversal.

If the customer pays an outstanding invoice within 90 days from date of a reconciliation, Quota Credit will
be applied and Variable Compensation will be paid at the current commission rate.

To the extent monies cannot be reconciled pursuant to the Plan language above, you agree to authorize
McAfee to deduct any monies owed by you to McAfee (or one of its Subsidiaries) including recoverable
draws, charge-backs, or any outstanding balances as covered by these Terms and Conditions from any Base
Salary, Variable Compensation or other monies otherwise payable to you to the extent permitted by law. In
the event that you have outstanding balances after you cease employment with McAfee, you agree that you
are liable for the repayment of these balances. By your participation in the Plan, you are hereby
acknowledging and agreeing that if you fail to repay such balances within thirty (30) days of a written
request, you will be subject to collection activities instituted on behalf of McAfee, in which event you
acknowledge and agree to pay McAfee’s fees and expenses, along with reasonable interest on the funds not
repaid to the extent permitted by law, whether or not McAfee brings a legal action.

12. Non-Recoverable (Guarantee) and Recoverable Draws

Non-Recoverable Draws, also referred to as Guarantees, are agreed upon on an individual basis, primarily
at time of hire. Should your Variable Compensation earnings be greater than the amount of your Non-
Recoverable Draw in any given period, you will be paid your Variable Compensation in lieu of a draw. If
your Variable Compensation earnings are less than your draw amount, then you will be paid the full Non-
Recoverable Draw only.

Recoverable Draws are also agreed upon on an individual basis. By executing these Terms and Conditions
(for the avoidance of doubt, including but not limited to execution using the DocuSign service), , you
specifically acknowledge, agree and authorize McAfee to fully recover any overpayment of such
Recoverable draws if it is ultimately be determined by McAfee that the draw or some portion thereof was
not earned. Overpayments are fully recoverable against future Variable Compensation earnings and are
subject to recovery once your Recoverable Draw period ends. If in a given month, if you earn Variable
Compensation that is less than the guaranteed Recoverable Draw amount, you will be paid the Variable
Compensation plus a Recoverable Draw to make up the difference. The balance of any owed Recoverable
Draw will carry forward month to month until the entire amount is recovered.

If your employment with McAfee ends, or notification to end your employment occurs prior to your Non-
Recoverable Draws or Recoverable Draws being paid, any draws yet to be paid will be withheld and you
will be paid on your actual earnings.

13. Global Split Policy

13.1 Enterprise, Commercial, and Multi-Segment

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The Global Split Policy is specific to the Enterprise, Commercial, and Multi Segment
Markets.

This Global Split Policy supersedes all previous versions and is intended to govern how
McAfee serves customers with locations in multiple geographies, while promoting
collaboration among sales teams.
Deals that are less than $50,000 in Net Booking Value to McAfee will be paid100% to
the Participant closing the deal.
Splits will be applied to deals that are greater than or equal to $50,000 in Net Booking
Value.
For deals with Net Bookings Value greater than or equal to $1M, it is expected that the
negotiation of splits be agreed upon between the Theater Leads prior to the deal closing.
This split policy is intended to serve as the starting point for negotiations, all splits must
be thoroughly discussed and agreed to, taking into various aspects, including both pre-
sales and post sales support.

Net Bookings Value means the value of any order which meets the booking criteria less
any and all expenses including taxes owed by McAfee.

13.1.1 Split Definition

Splits will only be provided with a written agreement between the Regional
Directors involved. All such agreements should be put in place prior to the sale.
Any change or exception requires the mutual written agreement between the
Regional Directors of the affected Account Teams.

75% Selling Effort (as defined by the following criteria)


 Prospecting – individual who brought the deal to McAfee
 Technical Win – individual who performed the demos, completed the
RFP, etc
 Business Win – individual who completed the ROI and secured the
funding
 Close – individual who got the customer to sign the agreement

25% Install Location


 Based on customer’s estimate of where the product will be deployed
Enterprise-wide license deals will be distributed based on where
employees are physically located.
The maximum amount of any deal split will not exceed the sum total of
100%.

13.1.2 Split Notification

To ensure that sales representatives communicate openly with their peers and
take initiative to implement this policy appropriately in all their accounts, Sales
Management reserves the right to re-allocate the deal to the impacted sales team
if the account team booking the order fails to notify all potentially affected sales
reps prior to booking of the order. Sales representatives must notify their
counterpart as soon as they are aware of a pending transaction, to ensure that the
customer is provided the best possible sales process and customer experience.
Additionally, the deal to be split must be registered in Insight with all affected
sales reps listed on the opportunity.

13.1.3 Split Dispute Resolution Process

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Sales Representatives/Regional Directors should make every effort to resolve


disputes amongst themselves. However, if a dispute cannot be resolved, it will
be escalated to the Theatre Lead. If the Theatre Leads are unable to resolve the
dispute it is then escalated to EVP, WW Sales. The EVP, WW Sales will be the
final escalation for all unresolved disputes and his/her decision will be
considered and accepted as FINAL.

13.2 Consumer/Small Market Segment Split Rules

The Consumer/Small Split Policy will be managed on an account by account basis and
determined by the EVP, Consumer and Small Business Unit, in his/her reasonably
exercised, absolute and final discretion.

14. Quota Club

Criteria for Quota Club qualification for each role will be distributed within the Quota Club announcement
by the EVP, WW Sales at a future date.

15. Leave of Absence

Subject to local laws, employees on approved paid or unpaid leave of absence as defined by McAfee’s
employment policies (“Leave”) will not be eligible to earn commissions or bonuses while on Leave.

Participants in Account Manager roles will be awarded variable compensation, commission or bonuses
advanced to the Participant prior to the commencement of Leave determined as follows:

i. Completed Sales
Participants will be advanced Variable Compensation for bookings made prior to the time of
commencement of the Leave and awardable pursuant to the provisions of this Plan. Participant
will be entitled to be paid this Variable Compensation in the same time and manner as Participant
would have been paid had the Participant’s employment continued uninterrupted.

ii. In-Progress Sales


Participant will be advanced Variable Compensation, in full or pro-rata, in connection with all
bookings that are recognized and approved within thirty (30) days of the commencement of the
Leave. McAfee will determine, in its sole and reasonably exercised discretion, whether, and to
what extent, Variable Compensation for any bookings that are recognized and approved following
Participant’s commencement of the Leave will be shared with others responsible for completing
the booking. In order to receive Variable Compensation for in-progress sales, Participant must, at
the time of commencement of the Leave, provide McAfee with a listing of all potential sales then
in progress along with all information necessary for McAfee to assign another employee to
assume responsibility for the sales and accounts in question. All in–progress sales must be in
Insight. Once McAfee has determined that the Participant is eligible to be advanced Variable
Compensation (or a portion thereof) in connection with a sale that was recognized and approved
within thirty (30) days of Participant’s commencement of the Leave, all such Variable
Compensation will be advanced in the same time and manner as it would have been had the
Participant’s employment continued uninterrupted.

Participants in Overlay (Product Sales rep, SE, or Consulting), Indirect Selling, or Management roles will
be awarded Variable Compensation advanced prior to the commencement of Leave is determined as
follows:

i. Completed Sales
Participants will be advanced Variable Compensation for bookings made prior to the time of
commencement of the Leave and awardable pursuant to the provisions of this Plan. Participant
will be entitled to be paid this Variable Compensation in the same time and manner as Participant

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would have been paid had the Participant’s employment continued uninterrupted.

ii. In-Progress Sales


No Variable Compensation will be advanced for any sales not completed prior to the
commencement of Leave.

16. Plan Administration

The exclusive right and responsibility to administer the Plan lies with McAfee’s management team whose
good faith interpretations and decisions will be final. There may arise situations where special
interpretation is required. In such situations, McAfee will use good faith exercised discretion, use its best
efforts to determine the intent of the Plan and to render a judgment that is fair to all parties involved
regarding the crediting of sales, advancing of compensation, and any other aspects of the Plan.

Any decisions as to interpretation of the provisions of the Plan and any disputes as to the calculation of
Variable Compensation will be resolved by the EVP, WW Sales, in the exercise of his or her sole
reasonably exercised discretion. Such determination shall be in writing, which may include email
communication, and shall be final and binding.

The parties consent to use the DocuSign service for purposes of executing these Terms and Conditions and
any ancillary documents related to the administration of the Plan, including but not limited to compensation
plan letters.

17. Modifications

These Terms and Conditions may be modified, revoked, suspended, terminated or changed, at any time,
with or without notice. Any changes or amendments must be made in writing and be executed by the EVP,
WW Sales. Any such changes shall be reflected by publishing an update on the McAfee internal intranet
site (http://internal.nai.com/division/sales/general-sales-info/default.asp) or by directly emailing affected
participants.

McAfee reserves the right to review accounts periodically to determine whether adjustments are required.

McAfee reserves the right to change your Variable Compensation and assigned goals or quota targets, to
modify the Sales Compensation Plan Letter, and amend the quota credit advanced for specific deals at any
time in its sole and reasonably exercised discretion. All changes will be made in writing and may be
communicated by publishing an update on the McAfee internal intranet site or by emailing Participant.

18. Termination

McAfee reserves the right to determine your eligibility to participate or to continue to participate in this
Plan, and to terminate your participation in the Plan at any time.

Eligibility to Participate in this Plan shall cease immediately upon Participant’s last active date of
employment with McAfee.

19. Return of Confidential Information

All information considered confidential, such as customer lists, price lists and other sales related material,
are proprietary and must be returned to McAfee once you terminate employment.

20. Conflict Resolution and Arbitration

For proper resolution, all requests for review, interpretation and administration of the terms of this Plan
must be presented to the Participant’s immediate manager.

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DocuSign Envelope ID: 4B8D7E15-6D94-4F5E-A771-F54BC124E63C

In the event of any dispute or claim relating to or arising out of the Participant’s ineligibility for,
participation in, or removal from participation in the Plan, the Participant’s employment relationship with
McAfee, these Terms and Conditions, or the Participant’s Sales Compensation Plan Letter, for any reason
(including, but not limited to, any claims of breach of contract or wrongful dismissal), the Participant and
McAfee agree that all such disputes shall be subject to arbitration procedures, if any, as set out in
Participant’s contract of employment or offer letter or, if none, then to the exclusive jurisdictions of the
courts of the country where the McAfee entity employing Participant is situated.

21. Governing Law

These Terms and Conditions shall be governed by the laws of the country where the McAfee entity
employing the Participant (as defined in the Participant’s contract of employment or offer letter) is situated.

22. General

These Terms and Conditions, including the Participant’s Sales Compensation Plan Letter and any
documents referenced, sets forth the entire understanding between the Participant and McAfee regarding
Participant’s Variable Compensation. This Plan supersedes any other Plan that is currently in place. If any
clause contained in this Plan is deemed unenforceable for any reason, the remainder of the Plan will remain
in full force and effect. Any reference herein to a written requirement on behalf of McAfee may be made
by email communication.

Nothing in the Plan replaces, alters, or changes any obligations existing under the McAfee Employee
Agreement, any contract of employment or any Inventions and Proprietary Rights Agreements in existence
between the Participant and McAfee.

Nothing in this Plan will be construed to imply the creation of an employment contract between McAfee
and Participant, nor will the Plan, or an employee’s opportunity to participate in it, constitute a guarantee of
employment for any specific period of time.

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