Filed by Bowne Pure Compliance





EXHIBIT 10.2




Summary of Compensation Terms — Stephen Zarrilli




	 	 	 
	Annual Base Salary

	 	$340,000 
	 
	 	 
	Annual Cash Incentive

	 	In lieu of fiscal year 2008 incentive payment, signing bonus
payment to be made in the amount of $113,750 (which is an amount
equal to 100% of pro rata portion of annual incentive target,
based upon hire date). To be paid on first regular payroll date
following hire date.
	 
	 	 
	Long Term Equity Incentives

	 	• Option to purchase 375,000 shares of common stock at an
exercise price equal to the average of the high and low prices of
a share of Safeguard common stock on June 30, 2008 (Registrant’s
quarterly grant date for new hires); option will vest 25% on the
first anniversary and in 36 equal monthly installments thereafter
and will have an eight-year term.
	 
	 	 
	 

	 	• Option to purchase 1,125,000 shares of common stock at an
exercise price equal to the average of the high and low prices of
a share of Safeguard common stock on June 30, 2008 (Registrant’s
quarterly grant date for new hires); option will vest
incrementally based upon sustained improvement in Safeguard’s
stock price as set forth in the following table, with pro rata
vesting between the defined stock price levels being tested as of
each June 30 and December 31 during the term of the option:






	 	 	 
	Percentage Vesting	 	Sustained Stock Price
	  First 20%
	 	$3.1548 
	  Next 30%
	 	$4.6466 
	  Next 40%
	 	$6.5114 
	  Final 10%
	 	$7.2246 






	 	 	 
	 

	 	These option grants are intended to meet the employment inducement
award exemption provided under Section 303A.08 of the New York
Stock Exchange Listed Company Manual.
	 
	 	 
	Severance

	 	If employment with Safeguard is terminated by Safeguard without
cause or by executive for good reason within eighteen (18) months
following a change of control of Safeguard or executive is
terminated for any reason other than for cause, resignation
without good reason or as a result of death or disability:







	 	•	 	Beginning with 2009 fiscal year, pro rata portion of
current year’s management incentive plan payout based on actual
achievement as of the end of the most recent completed calendar
quarter;
	 
	 	•	 	Lump sum payment equal to 1.5 times his annual salary;
	 
	 	•	 	Up to twelve (12) months continued coverage under
Safeguard’s medical and health plans and life insurance plans;
	 
	 	•	 	In a separation other than following a change of control,
time-based vesting options will fully vest and remain exercisable
for 36 months and vested market-based options will remain
exercisable for 12 months;
	 
	 	•	 	In a change of control separation, time-based vesting
options will fully vest and remain exercisable for 36 months; all
market-based options that have not otherwise vested will vest and
remain exercisable for 24 months.





	 	 	 
	 

	 	The severance benefits described above are conditioned upon Mr.
Zarrilli’s delivery of a customary release to Safeguard.
	 
	 	 
	Benefits

	 	Participation in Safeguard’s standard executive-level benefit
programs, including health, dental, and vision plans; life and
disability insurance; 401K/deferred compensation plan, but not
including any car allowance, annual expense allowance, or
executive medical plan.