exv10w2



 





Exhibit 10.2




Sourcefire, Inc.




August 10, 2007




Mr. Joseph Boyle




Re:      Separation Agreement




Dear Joe:



As discussed, this letter describes the separation and consulting agreement (the “Agreement”)
between you and Sourcefire, Inc. (the “Company”).




     1. Separation from Current Position. As we have mutually agreed, your last day of work with
the Company and your employment termination date will be September 4, 2007 (the “Separation Date”).



     2. Accrued Salary and Vacation. On the next regular payroll date following the Separation
Date, the Company will pay you all accrued salary and all accrued and unused vacation earned
through the Separation Date, subject to standard payroll deductions and withholdings. You will
receive these payments regardless of whether or not you sign this Agreement.



     3. Severance Benefits. Although the Company has no obligation to do so, if you execute and do
not revoke this Agreement, the Company will provide the severance benefits described below (the
“Severance Benefits”), provided that you are not in material breach of this Agreement or any other
written agreement you may have executed with the Company. These Severance Benefits will be in lieu
of any severance payment you would otherwise be entitled to under your offer letter agreement dated
April 21, 2006, which will be terminated in all respects as of the Separation Date.



          (a) Stock Options. Pursuant to the Company’s stock option plan (the “Plan”), your stock
option will be vested as to 44,257 shares of the Company’s common stock as of the Separation Date.
The Company hereby agrees to accelerate vesting of this option such that, as of the Separation
Date, you will be vested in an additional 21,167 shares of the Company’s common stock. Your rights
to exercise your option as to any vested shares will be as set forth in the Plan and/or your
Nonstatutory Stock Option Grant Agreement dated April 27, 2006, which will survive following the
Separation Date.



          (b) COBRA Reimbursement. If you are currently participating in the Company’s group health
insurance plans, to the extent provided by the federal COBRA law or, if applicable, state insurance
laws, and by the Company’s current group health insurance policies, you will be eligible to
continue your group health insurance benefits at your own expense. Later, you may be able to
convert to an individual policy through the provider of the Company’s health insurance, if you
wish. If you timely elect and remain eligible for continued coverage under COBRA, the Company, as
part of this Agreement, will reimburse you for that portion of your



 









 





Mr. Joseph Boyle

August 10, 2007

Page 2 of 8



COBRA premiums at the same level that it was paying prior to the Separation Date through
December 31, 2007, which amount equals $846.85 per month, to the extent such coverage remains
available to you under the applicable policy.




     4. Consulting Relationship. As part of this Agreement, the Company will engage you as a
consultant, and you hereby agree to serve as a consultant, under the following terms:



          (a) Consulting Period. The consulting relationship shall commence on the first business day
following the Separation Date and continue through December 31, 2007 (the “Consulting Period”).



          (b) Consulting Services. You agree to make yourself available during the Consulting Period,
upon the request of the Company’s Chief Executive Officer or his designee, including but not
limited to your successor as General Counsel and Secretary, to provide consulting services in any
area of your experience or expertise, including but not limited to providing transition briefing
information or services with respect to any and all Company matters in which you were involved, for
which you were responsible, or about which you have knowledge (the “Consulting Services”). You
shall exercise the highest degree of professionalism and utilize your expertise and creative
talents in performing the Consulting Services. You shall be free to pursue employment or
consulting with a third party during the Consulting Period. The Company shall not require you to
perform the Consulting Services in a manner that would unreasonably interfere with your performance
of your other professional duties.



          (c) Consulting Fees.



          (i) During the Consulting Period, the Company will pay you a consulting fee at the rate of
$14,583.33 per month for Consulting Services rendered during the Consulting Period. During the
Consulting Period if you are asked by the Company’s Chief Executive Officer to provide more than 10
hours of services per week, the Company agrees to pay you at the rate of $250 per hour, which is in
addition to your monthly consulting fee (collective, the “Consulting Fees”). For the avoidance of
any doubt, in the event you provide less than ten (10) hours of Consulting Services in any one week
period, the Company’s obligation to pay the fixed consulting fee outlined in the first sentence of
this Section 4(c) shall be unaffected. You will not be reimbursed for any expenses incurred by you
in providing the Consulting Services unless authorized in advance by the Company’s Chief Executive
Officer in writing.



          (ii) You will remain eligible for a quarterly bonus for Q3 and Q4 up to a maximum amount of
$12,500 based on achievement of individual and corporate objectives. Sourcefire agrees that, for
purposes of determining the amount of your quarterly bonus for Q3 and Q4, the compensation
committee shall consider (i) you to have achieved your individual objectives; and (ii) with regard
to the corporate objectives, you will be treated the same as similarly situated executive officers
of the Company. The Company will pay any Q3 bonus to



 









 





Mr. Joseph Boyle

August 10, 2007

Page 3 of 8



you when it pays such similar bonus to its
senior executives and will pay any Q4 bonus to you on December 31, 2007.




     (iii) Because you will perform the Consulting Services as an independent contractor, the
Company will not withhold from the Consulting Fees any amount for taxes, social security or other
payroll deductions. The Company will report your Consulting Fees on an IRS Form 1099. You
acknowledge that you will be entirely responsible for payment of any taxes which may be due with
regard to the Consulting Fees, and you hereby indemnify and save harmless the Company from any
liability for any taxes, penalties or interest that may be assessed by any taxing authority with
respect to the Consulting Fees.



          (d) Protection of Information. You agree that, during the Consulting Period and thereafter,
you will not, except for the purposes of performing your Consulting Services, use or disclose any
confidential or proprietary information or materials of the Company that you obtain or develop in
the course of performing the Consulting Services. Any and all work product you create in the
course of performing the Consulting Services will be the sole and exclusive property of the
Company.



          (e) Authority During Consulting Period. After the Separation Date, you will have no authority
to bind the Company to any contractual obligations, whether written, oral or implied. You agree
that after the Separation Date, you will not represent or purport to represent the Company in any
manner whatsoever to any third party unless authorized to do so in writing by me.



          (f) Independent Contractor. You acknowledge and agree that during the Consulting Period you
will be an independent contractor of the Company and not an employee. You further acknowledge and
agree that, during the Consulting Period, you will not be entitled to any of the benefits that the
Company may make available to its employees, such as group insurance, workers’ compensation
insurance coverage, profit sharing or retirement benefits, other than as may be expressly provided
by law due to your status as a former employee of the Company or as provided under Section 3(b)
above.



     5. Benefit Plans.


Your participation in employer-sponsored Basic and Optional Term Life Insurance, and Short- and
Long-Term Disability Insurance will cease as of the Separation Date. You may elect to convert your
Basic Term Life Insurance by completing the conversion within 31 days of your Separation Date
pursuant to page 31 of your Certificate of Insurance. Enclosed is the conversion form to convert
this benefit. Additionally, with respect to your Optional Term Life Insurance, you may exercise
your Portability Option within 31 days of your Separation Date pursuant to page 30 of your
Certificate of Insurance. A copy of the Election of Portable Coverage Form is enclosed.



Your participation in employer-sponsored Long-Term Care Insurance will cease as of September 30,
2007. You may elect to convert your Long-Term Care Insurance by contacting Genworth




 









 








Mr. Joseph Boyle

August 10, 2007

Page 4 of 8



with the
necessary information by November 30, 2007. You will receive information by mail regarding
conversion procedures.



You have the right to continue your current Medical and Dependent Care Flexible Spending Account if
you are participating in this program. Your last full Spending Account payroll deductions will be
processed in the August 31, 2007 pay period. You have until April 30, 2008, to claim expenses that
you incurred prior to the Separation Date.




     6. Other Compensation or Benefits. You acknowledge that, except as expressly provided in this
Agreement, you will not receive any additional compensation, severance or benefits after the
Separation Date.



     7. Expense Reimbursements. If you have been issued any Company credit or calling cards, the
Company will cancel these card(s) effective the Separation Date. You agree that, within ten (10)
days of the Separation Date, you will submit your final documented expense reimbursement statement
reflecting all business expenses you incurred through the Separation Date, if any, for which you
seek reimbursement. The Company will reimburse you for reasonable business expenses pursuant to
its regular business practice.



     8. Return of Company Property. Except for documents or materials that the Company authorizes
you in writing to retain for purposes of performing the Consulting Services, on the Separation
Date, you agree to return to the Company all Company documents (and all copies thereof) and other
Company property that you have had in your possession at any time, including, but not limited to,
Company files, notes, drawings, records, business plans and forecasts, financial information,
specifications, computer-recorded information, tangible property (including, but not limited to,
computers), credit cards, entry cards, identification badges and keys; and, any materials of any
kind that contain or embody any proprietary or confidential information of the Company (and all
reproductions thereof). Please coordinate return of Company property with Heather Wiley, Senior
Director of HR. Receipt of the Severance Benefits described in paragraphs 3 and 4 of this Agreement
is expressly conditioned upon return of all Company Property.



     9. Proprietary Information and Post-Termination Obligations. Both during and after your
employment you acknowledge your continuing obligations under your Employee Proprietary Information,
Inventions, and Non-Competition Agreement not to use or disclose any confidential or proprietary
information of the Company and to refrain from certain solicitation and competitive activities. A
copy of your Employee Proprietary Information, Inventions, and Non-Competition Agreement is
attached hereto as Exhibit A. If you have any doubts as to the scope of the restrictions in your
agreement, you should contact Wayne Jackson, Chief Executive Officer, immediately to assess your
compliance.



     10. Confidentiality. The provisions of this Agreement will be held in strictest confidence by
you and will not be publicized or disclosed in any manner whatsoever; provided, however, that: (a)
you may disclose this Agreement to your immediate family; (b) you may disclose this Agreement in
confidence to your attorney, accountant, auditor, tax preparer, and



 









 





Mr. Joseph Boyle

August 10, 2007

Page 5 of 8



financial advisor; and (c) you
may disclose this Agreement insofar as such disclosure may be required by law.




     11. Nondisparagement. Both you and the Company agree not to disparage the other party, and
the other party’s officers, directors, employees, shareholders and agents, in any manner likely to
be harmful to them or their business, business reputation or personal reputation; provided that
both you and the Company will respond accurately and fully to any question, inquiry or request for
information when required by legal process. The Company’s obligations under this section are
limited to Company representatives with knowledge of this provision.



     12. References. The Company will act as a reference for you if you direct all requests for
references from prospective employers to Wayne Jackson and Todd Headley. The Company further
agrees that you may obtain a verbal reference from Messrs. Jackson and/or Headley to quote in your
marketing literature.



     13. Release. In exchange for the payments and other consideration under this Agreement, to
which you would not otherwise be entitled, and except as otherwise set forth in this Agreement, you
hereby generally and completely release, acquit and forever discharge the Company, its parents and
subsidiaries, and its and their officers, directors, managers, partners, agents, employees,
attorneys, shareholders, successors, assigns and affiliates, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and
obligations of every kind and nature, in law, equity, or otherwise, both known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to
agreements, events, acts or conduct at any time prior to and including the execution date of this
Agreement, including but not limited to: all such claims and demands directly or indirectly
arising out of or in any way connected with your employment with the Company or the termination of
that employment; claims or demands related to salary, bonuses, commissions, stock, stock options,
or any other ownership interests in the Company, vacation pay, fringe benefits, expense
reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal,
state or local law, statute, or cause of action; tort law; or contract law. The claims and causes
of action you are releasing and waiving in this Agreement include, but are not limited to, any and
all claims and causes of action that the Company, its parents and subsidiaries, and its and their
respective officers, directors, agents, servants, employees, attorneys, shareholders, successors,
assigns or affiliates:




	 	•	 	has violated its personnel policies, handbooks, contracts of employment, or
covenants of good faith and fair dealing;
	 
	 	•	 	has discriminated against you on the basis of age, race, color, sex (including
sexual harassment), national origin, ancestry, disability, religion, sexual
orientation, marital status, parental status, source of income, entitlement to
benefits, any union activities or other protected category in violation of any local,
state or federal law, constitution, ordinance, or regulation, including but not limited
to: the Age Discrimination in Employment Act, as amended; Title VII of the Civil Rights
Act of 1964, as amended; 42 U.S.C. § 1981, as amended; the




 









 











     Mr. Joseph Boyle


     August 10, 2007


     Page 6 of 8




	 	 	 	Equal Pay Act; the Americans
With Disabilities Act; the Family and Medical Leave Act; the Virginia Human Rights Act;
the Virginians with Disabilities Act; Maryland Fair Employment Practices Act, Article
49B; the Employee Retirement Income Security Act; Section 510; and the National Labor Relations Act;
	 
	 	•	 	has violated any statute, public policy or common law (including but not
limited to claims for retaliatory discharge; negligent hiring, retention or
supervision; defamation; intentional or negligent infliction of emotional distress
and/or mental anguish; intentional interference with contract; negligence; detrimental
reliance; loss of consortium to you or any member of your family and/or promissory
estoppel).




Notwithstanding the foregoing, you are not releasing any right of indemnification you may have for
any liabilities arising from your actions within the course and scope of your employment with the
Company or within the course and scope of my role as an officer of the Company. Also excluded from
this Agreement are any claims which cannot be waived by law. You are waiving, however, your right
to any monetary recovery should any governmental agency or entity, such as the EEOC or the DOL,
pursue any claims on your behalf. You acknowledge that you are knowingly and voluntarily waiving
and releasing any rights you may have under the ADEA, as amended. You also acknowledge that (i)
the consideration given to you in exchange for the waiver and release in this Agreement is in
addition to anything of value to which you were already entitled, and (ii) that you have been paid
for all time worked, have received all the leave, leaves of absence and leave benefits and
protections for which you are eligible, and have not suffered any on-the-job injury for which you
have not already filed a claim. You further acknowledge that you have been advised by this writing
that: (a) your waiver and release do not apply to any rights or claims that may arise after the
execution date of this Agreement; (b) you have been advised hereby that you have the right to
consult with an attorney prior to executing this Agreement; (c) you have twenty-one (21) days to
consider this Agreement (although you may choose to voluntarily execute this Agreement earlier and
if you do you will sign the Consideration Period waiver below); (d) you have seven (7) days
following your execution of this Agreement to revoke the Agreement; and (e) this Agreement shall
not be effective until the date upon which the revocation period has expired unexercised, which
shall be the eighth day after this Agreement is executed by you (the “Effective Date”).




     14. No Admission. It is understood and agreed that this is a mutually agreed separation
agreement. This Agreement does not constitute an admission by the Company of any wrongful action
or violation of any federal, state, or local statute, or common law rights, including those
relating to the provisions of any law or statute concerning employment actions, or of any other
possible or claimed violation of law or rights.



     15. Breach. You agree that upon any breach of this Agreement you will forfeit all amounts paid
or owing to you under this Agreement. Further, you acknowledge that it may be impossible to assess
the damages caused by your violation of the terms of paragraphs 8, 9, 10, and 11 of this Agreement
and further agree that any threatened or actual violation or breach of those paragraphs of this
Agreement will constitute immediate and irreparable injury to the



 









 





Mr. Joseph Boyle

August 10, 2007

Page 7 of 8



Company. You therefore agree
that any such breach of this Agreement is a material breach of this Agreement, and, in addition to
any and all other damages and remedies available to the Company upon your breach of this Agreement,
the Company shall be entitled to an injunction to
prevent you from violating or breaching this Agreement. If the Company believes that you have
breached any provision of this Agreement, the Company agrees to first provide you with notice and
an opportunity to cure the violation within twenty (20) days.




     16. Miscellaneous. This Agreement, including Exhibits A and B, constitutes the complete,
final and exclusive embodiment of the entire agreement between you and the Company with regard to
this subject matter. It is entered into without reliance on any promise or representation, written
or oral, other than those expressly contained herein, and it supersedes any other such promises,
warranties or representations. This Agreement may not be modified or amended except in a writing
signed by both you and a duly authorized officer of the Company. This Agreement will bind the
heirs, personal representatives, successors and assigns of both you and the Company, and inure to
the benefit of both you and the Company, their heirs, successors and assigns. If any provision of
this Agreement is determined to be invalid or unenforceable, in whole or in part, this
determination will not affect any other provision of this Agreement and the provision in question
will be modified by the court so as to be rendered enforceable. This Agreement will be deemed to
have been entered into and will be construed and enforced in accordance with the laws of the State
of Maryland as applied to contracts made and to be performed entirely within Maryland.



If this Agreement is acceptable to you, please sign below and return the original to me.



I wish you good luck in your future endeavors.



Sincerely,




Sourcefire, Inc.




	 	 	 	 	 
	By:
	 	/s/ E. Wayne Jackson	 	 
	 

	 	 

E. Wayne Jackson


Chief Executive Officer
	 	 






Agreed to and Accepted:




/s/ Joseph Boyle                                        

Joseph Boyle





			
	Exhibit A — 	 Employee Proprietary Information, Inventions, and Non-Competition Agreement





 









 








Mr. Joseph Boyle

August 10, 2007

Page 8 of 8




CONSIDERATION PERIOD



I, Joseph Boyle, understand that I have the right to take at least 21 days to consider whether to
sign this Agreement, which I received on August 10, 2007. If I elect to sign this Agreement before
21 days have passed, I understand I am to sign and date below this paragraph to confirm that I
knowingly and voluntarily agree to waive the 21-day consideration period.




Agreed:




                                                            

Employee Signature




                                                            

Date





 









 









Exhibit A



EMPLOYEE PROPRIETARY INFORMATION,

INVENTIONS, AND NON-COMPETITION AGREEMENT