exv10w1






Exhibit 10.1




SOURCEFIRE, INC.

AMENDED AND RESTATED 2007 EMPLOYEE STOCK PURCHASE PLAN




     The following constitute the provisions of the 2007 Employee Stock Purchase Plan of
Sourcefire, Inc., as amended and restated effective as of the end of the Offer Period terminating
on November 14, 2009.



     1. Purpose. The purpose of the Plan is to provide Employees of the Company and its
Designated Parents or Subsidiaries with an opportunity to purchase Common Stock of the Company
through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify
as an “Employee Stock Purchase Plan” under Section 423 of the Code and the applicable regulations
thereunder. The provisions of the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that Section of the Code.



     2. Definitions. As used herein, the following definitions shall apply:



     (a) “Administrator” means either the Board or a committee of the Board that is
responsible for the administration of the Plan as is designated from time to time by resolution of
the Board.



     (b) “Applicable Laws” means the legal requirements relating to the administration of
employee stock purchase plans, if any, under applicable provisions of federal securities laws,
state corporate and securities laws, the Code and the applicable regulations thereunder, the rules
of any applicable stock exchange or national market system, and the rules of any foreign
jurisdiction applicable to participation in the Plan by residents therein.



     (c) “Board” means the Board of Directors of the Company.



     (d) “Code” means the Internal Revenue Code of 1986, as amended.



     (e) “Common Stock” means the common stock of the Company.



     (f) “Company” means Sourcefire, Inc., a Delaware corporation.



     (g) “Compensation” means an Employee’s base salary, commissions and cash bonuses from
the Company or one or more Designated Parents or Subsidiaries, including such amounts of base
salary as are deferred by the Employee (i) under a qualified cash or deferred arrangement described
in Section 401(k) of the Code, or (ii) to a plan qualified under Section 125 of the Code.
Compensation does not include overtime, annual awards, other incentive payments, reimbursements or
other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred
compensation, contributions (other than contributions described in the first sentence) made on the
Employee’s behalf by the Company or one or more Designated Parents or Subsidiaries under any
employee benefit or welfare plan now or hereafter established, and any other payments not
specifically referenced in the first sentence.



     (h) “Corporate Transaction” means any of the following transactions:



          (1) a merger or consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the Company is
incorporated;



          (2) the sale, transfer or other disposition of all or substantially all of the assets of the
Company (including the capital stock of the Company’s subsidiary corporations);



          (3) the complete liquidation or dissolution of the Company;



          (4) any reverse merger or series of related transactions culminating in a reverse merger
(including, but not limited to, a tender offer followed by a reverse merger) in which the Company
is the surviving entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Company’s



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outstanding securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction culminating in such
merger; or



          (5) acquisition in a single or series of related transactions by any person or related group
of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than
fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but
excluding any such transaction or series of related transactions that the Administrator determines
shall not be a Corporate Transaction.



     (i) “Designated Parents or Subsidiaries” means the Parents or Subsidiaries which have
been designated by the Administrator from time to time as eligible to participate in the Plan.



     (j) “Effective Date” means the Plan’s effective date, as determined in the discretion
of the Administrator.



     (k) “Employee” means any individual, including an officer or director, who is an
employee of the Company or a Designated Parent or Subsidiary for purposes of Section 423 of the
Code. For purposes of the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the individual’s
employer. Where the period of leave exceeds ninety (90) days and the individual’s right to
reemployment is not guaranteed either by statute or by contract, the employment relationship will
be deemed to have terminated on the ninety-first (91st) day of such leave, for purposes of
determining eligibility to participate in the Plan.



     (l) “Enrollment Date” means the first day of each Offer Period.



     (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     (n) “Exercise Date” means the last trading day of each Offer Period.



     (o) “Fair Market Value” means, as of any date, the value of Common Stock determined as
follows:



          (1) If the Common Stock is listed on one or more established stock exchanges or national
market systems, including without limitation The NASDAQ Global Select Market, The NASDAQ Global
Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair Market Value shall be
the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on
the principal exchange or system on which the Common Stock is listed (as determined by the
Administrator) on the date of determination (or, if no closing sales price or closing bid was
reported on that date, as applicable, on the last trading date such closing sales price or closing
bid was reported), as reported in The Wall Street Journal or such other source as the Administrator
deems reliable;



          (2) If the Common Stock is regularly quoted on an automated quotation system (including the
OTC Bulletin Board) or by a recognized securities dealer, but selling prices are not reported, the
Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date of determination (or, if no such prices were reported on
that date, on the last date such prices were reported), as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; or



          (3) In the absence of an established market for the Common Stock of the type described in (1)
and (2), above, the Fair Market Value thereof shall be determined by the Administrator in good
faith.



     (p) “Offer Period” means a period specified as such pursuant to Section 4(a), below.



     (q) “Parent” means a “parent corporation” of the Company, whether now or hereafter
existing, as defined in Section 424(e) of the Code.



     (r) “Participant” means an Employee of the Company or Designated Parent or Subsidiary
who has completed a subscription agreement as set forth in Section 5(a) and is thereby enrolled in
the Plan.



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     (s) “Plan” means this Employee Stock Purchase Plan.



     (t) “Purchase Price” shall mean an amount equal to 85% of the Fair Market Value of a
share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower.



     (u) “Reserves” means, as of any date, the sum of (1) the number of shares of Common
Stock covered by each then outstanding option under the Plan which has not yet been exercised and
(2) the number of shares of Common Stock which have been authorized for issuance under the Plan but
not then subject to an outstanding option.



     (v) “Subsidiary” means a “subsidiary corporation” of the Company, whether now or
hereafter existing, as defined in Section 424(f) of the Code.



     3. Eligibility.



     (a) General. Any individual who is an Employee on a given Enrollment Date shall be
eligible to participate in the Plan for the Offer Period commencing with such Enrollment Date. No
individual who is not an Employee shall be eligible to participate in the Plan.



     (b) Limitations on Grant and Accrual. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee (taking into account stock owned by any other person whose stock would be
attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold
outstanding options to purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company or of any Parent or Subsidiary, or
(ii) which permits the Employee’s rights to purchase stock under all employee stock purchase plans
of the Company and its Parents or Subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars (US$25,000) worth of stock (determined at the Fair Market Value of the shares at
the time such option is granted) for each calendar year in which such option is outstanding at any
time. The determination of the accrual of the right to purchase stock shall be made in accordance
with Section 423(b)(8) of the Code and the regulations thereunder.



     (c) Other Limits on Eligibility. Notwithstanding Subsection (a), above, the following
Employees shall not be eligible to participate in the Plan for any relevant Offer Period: (i)
Employees whose customary employment is 20 hours or less per week; (ii) Employees whose customary
employment is for not more than 5 months in any calendar year; and (iii) Employees who are subject
to rules or laws of a foreign jurisdiction that prohibit or make impractical the participation of
such Employees in the Plan.



     4. Offer Periods.



     (a) The Plan shall be implemented through consecutive Offer Periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated in accordance with Section 19 hereof.
The maximum duration of an Offer Period shall be twenty-seven (27) months. Initially, the Plan
shall be implemented through consecutive Offer Periods of six (6) months’ duration commencing each
February 15 and August 15 following the Effective Date (except that the initial Offer Period shall
commence on the Effective Date and shall end on the next February 14 or August 14 following the
Effective Date as determined by the Administrator at the time the Effective Date is established).



     (b) A Participant shall be granted a separate option for each Offer Period in which he or she
participates. The option shall be granted on the Enrollment Date and shall be automatically
exercised on the Exercise Date.



     (c) Except as specifically provided herein, the acquisition of Common Stock through
participation in the Plan for any Offer Period shall neither limit nor require the acquisition of
Common Stock by a Participant in any subsequent Offer Period.



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     5. Participation.



     (a) An eligible Employee may become a Participant in the Plan by completing a subscription
agreement authorizing payroll deductions in the form of Exhibit A to this Plan (or such
other form or method (including
 electronic forms) as the Administrator may designate from time to time) and filing it with the
designated payroll office of the Company at least five (5) business days prior to the Enrollment
Date for the Offer Period in which such participation will commence, unless a later time for filing
the subscription agreement is set by the Administrator for all eligible Employees with respect to a
given Offer Period.



     (b) Payroll deductions for a Participant shall commence with the first partial or full payroll
period beginning on the Enrollment Date and shall end on the Exercise Date, unless sooner
terminated by the Participant as provided in Section 10.



     6. Payroll Deductions.



     (a) At the time a Participant files a subscription agreement, the Participant shall elect to
have payroll deductions made during the Offer Period in amounts between one percent (1%) and not
exceeding ten percent (10%) of the Compensation which the Participant receives during the Offer
Period.



     (b) All payroll deductions made for a Participant shall be credited to the Participant’s
account under the Plan and will be withheld in whole percentages only. A Participant may not make
any additional payments into such account.



     (c) A Participant may discontinue participation in the Plan as provided in Section 10, or may
decrease (but not increase) the rate of payroll deductions during the Offer Period by completing
and filing with the Company a change of status notice in the form of Exhibit B to this Plan (or
such other form or method (including electronic forms) as the Administrator may designate from time
to time) authorizing a decrease in the payroll deduction rate. Any decrease in the rate of a
Participant’s payroll deductions shall be effective with the first full payroll period commencing
five (5) business days after the Company’s receipt of the change of status notice unless the
Company elects to process a given change in participation more quickly. A Participant’s
subscription agreement (as modified by any change of status notice) shall remain in effect for
successive Offer Periods unless terminated as provided in Section 10. The Administrator shall be
authorized to limit the number of payroll deduction rate changes during any Offer Period.



     (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) herein, a Participant’s payroll deductions shall be decreased to 0%.
Payroll deductions shall recommence at the rate provided in such Participant’s subscription
agreement, as amended, at the time when permitted under Section 423(b)(8) of the Code and Section
3(b) herein, unless such participation is sooner terminated by the Participant as provided in
Section 10.



     7. Grant of Option. On the Enrollment Date, each Participant shall be granted an
option to purchase (at the applicable Purchase Price) five hundred (500) shares of the Common
Stock, subject to adjustment as provided in Section 18 hereof; provided that such option shall be
subject to the limitations set forth in Sections 3(b), 6 and 12 hereof. Exercise of the option
shall occur as provided in Section 8, unless the Participant has withdrawn pursuant to Section 10,
and the option, to the extent not exercised, shall expire on the last day of the Offer Period with
respect to which such option was granted. Notwithstanding the foregoing, shares subject to the
option may only be purchased with accumulated payroll deductions credited to a Participant’s
account in accordance with Section 6 of the Plan. In addition, to the extent an option is not
exercised on each Purchase Date, the option shall lapse and thereafter cease to be exercisable.



     8. Exercise of Option. Unless a Participant withdraws from the Plan as provided in
Section 10, below, the Participant’s option for the purchase of shares of Common Stock will be
exercised automatically on each Exercise Date, by applying the accumulated payroll deductions in
the Participant’s account to purchase the number of full shares subject to the option by dividing
such Participant’s payroll deductions accumulated prior to such Exercise Date and retained in the
Participant’s account as of the Exercise Date by the applicable Purchase Price. No fractional
shares will be purchased; any payroll deductions accumulated in a Participant’s account which are
not sufficient to



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purchase a full share shall be carried over to the next Offer Period, whichever applies, or
returned to the Participant, if the Participant withdraws from the Plan. Notwithstanding the
foregoing, any amount remaining in a Participant’s account following the purchase of shares on the
Exercise Date due to the application of Section 423(b)(8) of the Code or Section 7, above, shall be
returned to the Participant and shall not be carried over to the next Offer Period. During a
Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable only by
the Participant.



     9. Delivery. Upon receipt of a request from a Participant after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to such Participant, as
promptly as practicable, of a certificate representing the shares purchased upon exercise of the
Participant’s option.



     10. Withdrawal; Termination of Employment.



     (a) A Participant may either (i) withdraw all but not less than all the payroll deductions
credited to the Participant’s account and not yet used to exercise the Participant’s option under
the Plan or (ii) terminate future payroll deductions, but allow accumulated payroll deductions to
be used to exercise the Participant’s option under the Plan at any time by giving written notice to
the Company in the form of Exhibit B to this Plan (or such other form or method (including
electronic forms) as the Administrator may designate from time to time). If the Participant elects
withdrawal alternative (i) described above, all of the Participant’s payroll deductions credited to
the Participant’s account will be paid to such Participant as promptly as practicable after receipt
of notice of withdrawal, such Participant’s option for the Offer Period will be automatically
terminated, and no further payroll deductions for the purchase of shares will be made during the
Offer Period. If the Participant elects withdrawal alternative (ii) described above, no further
payroll deductions for the purchase of shares will be made during the Offer Period, all of the
Participant’s payroll deductions credited to the Participant’s account will be applied to the
exercise of the Participant’s option on the next Exercise Date (subject to Sections 3(b), 6, 7 and
12), and after such Exercise Date, such Participant’s option for the Offer Period will be
automatically terminated and all remaining accumulated payroll deduction amounts shall be returned
to the Participant. If a Participant withdraws from an Offer Period, payroll deductions will not
resume at the beginning of the succeeding Offer Period unless the Participant delivers to the
Company a new subscription agreement.



     (b) Upon termination of a Participant’s employment relationship (as described in Section
2(k)), the payroll deductions credited to such Participant’s account during the Offer Period but
not yet used to exercise the option will be returned to such Participant or, in the case of his/her
death, to the person or persons entitled thereto under Section 14, and such Participant’s option
will be automatically terminated without exercise of any portion of such option.



     11. Interest. No interest shall accrue on the payroll deductions credited to a
Participant’s account under the Plan.



     12. Stock.



     (a) The maximum number of shares of Common Stock which shall be made available for sale under
the Plan shall be one million (1,000,000) shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 18. With respect to any amendment to increase
the total number of shares of Common Stock under the Plan, the Administrator shall have discretion
to disallow the purchase of any increased shares of Common Stock for Offer Periods in existence
prior to such increase. If the Administrator determines that on a given Exercise Date the number of
shares with respect to which options are to be exercised may exceed (x) the number of shares then
available for sale under the Plan or (y) the number of shares available for sale under the Plan on
the Enrollment Date(s) of one or more of the Offer Periods in which such Exercise Date is to occur,
the Administrator may make a pro rata allocation of the shares remaining available for purchase on
such Enrollment Dates or Exercise Date, as applicable, in as uniform a manner as shall be
practicable and as it shall determine to be equitable, and shall either continue all Offer Periods
then in effect or terminate any one or more Offer Periods then in effect pursuant to Section 19,
below. Any amount remaining in a Participant’s payroll account following such pro rata allocation
shall be returned to the Participant and shall not be carried over to any future Offer Period, as
determined by the Administrator.



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     (b) A Participant will have no interest or voting right in shares covered by the Participant’s
option until such shares are actually purchased on the Participant’s behalf in accordance with the
applicable provisions of the Plan. No adjustment shall be made for dividends, distributions or
other rights for which the record date is prior to the date of such purchase.



     (c) Shares to be delivered to a Participant under the Plan will be registered in the name of
the Participant or in the name of the Participant and his or her spouse, as designated in the
Participant’s subscription agreement.



     13. Administration. The Plan shall be administered by the Administrator which shall
have full and exclusive discretionary authority to construe, interpret and apply the terms of the
Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Administrator shall, to the full extent permitted
by Applicable Law, be final and binding upon all persons.



     14. Designation of Beneficiary.



     (a) Each Participant will file a written designation of a beneficiary who is to receive any
shares and cash, if any, from the Participant’s account under the Plan in the event of such
Participant’s death. If a Participant is married and the designated beneficiary is not the spouse,
spousal consent shall be required for such designation to be effective.



     (b) Such designation of beneficiary may be changed by the Participant (and the Participant’s
spouse, if any) at any time by written notice. In the event of the death of a Participant and in
the absence of a beneficiary validly designated under the Plan who is living (or in existence) at
the time of such Participant’s death, the Company shall deliver such shares and/or cash to the
executor or administrator of the estate of the Participant, or if no such executor or administrator
has been appointed (to the knowledge of the Administrator), the Administrator shall deliver such
shares and/or cash to the spouse (or domestic partner, as determined by the Administrator) of the
Participant, or if no spouse (or domestic partner) is known to the Administrator, then to the issue
of the Participant, such distribution to be made per stirpes (by right of representation), or if no
issue are known to the Administrator, then to the heirs at law of the Participant determined in
accordance with Section 27.



     15. Transferability. No payroll deductions credited to a Participant’s account,
options granted hereunder, or any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way
(other than by will, the laws of descent and distribution, or as provided in Section 14 hereof) by
the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Administrator may, in its sole discretion, treat such act as an
election to withdraw funds from an Offer Period in accordance with Section 10.



     16. Use of Funds. All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions or hold them exclusively for the benefit of Participants. All
payroll deductions received or held by the Company may be subject to the claims of the Company’s
general creditors. Participants shall have the status of general unsecured creditors of the
Company. Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured
obligations for all purposes, including, without limitation, Title I of the Employee Retirement
Income Security Act of 1974, as amended. The Company shall retain at all times beneficial ownership
of any investments, including trust investments, which the Company may make to fulfill its payment
obligations hereunder. Any investments or the creation or maintenance of any trust or any
Participant account shall not create or constitute a trust or fiduciary relationship between the
Administrator, the Company or any Designated Parent or Subsidiary and a Participant, or otherwise
create any vested or beneficial interest in any Participant or the Participant’s creditors in any
assets of the Company or a Designated Parent or Subsidiary. The Participants shall have no claim
against the Company or any Designated Parent or Subsidiary for any changes in the value of any
assets that may be invested or reinvested by the Company with respect to the Plan.



     17. Reports. Individual accounts will be maintained for each Participant in the Plan.
Statements of account will be given to Participants at least annually, which statements will set
forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.



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     18. Adjustments Upon Changes in Capitalization; Corporate Transactions.



     (a) Adjustments Upon Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the Reserves, the Purchase Price, the maximum number of shares that
may be purchased in any Offer Period, as well as any other terms that the Administrator determines
require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, (ii) any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of consideration by the Company,
or (iii) any other transaction with respect to Common Stock including a corporate merger,
consolidation, acquisition of property or stock, separation (including a spin-off or other
distribution of stock or property), reorganization, liquidation (whether partial or complete) or
any similar transaction; provided, however that conversion of any convertible securities of the
Company shall not be deemed to have been “effected without receipt of consideration.” Such
adjustment shall be made by the Administrator and its determination shall be final, binding and
conclusive. Except as the Administrator determines, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason hereof shall be made with respect to, the Reserves and the Purchase Price.



     (b) Corporate Transactions. In the event of a proposed Corporate Transaction, each
option under the Plan shall be assumed by such successor corporation or a parent or subsidiary of
such successor corporation, unless the Administrator, in the exercise of its sole discretion and in
lieu of such assumption, determines to shorten the Offer Period then in progress by setting a new
Exercise Date (the “New Exercise Date”). If the Administrator shortens the Offer Period then in
progress in lieu of assumption in the event of a Corporate Transaction, the Administrator shall
notify each Participant in writing at least ten (10) business days prior to the New Exercise Date,
that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and
that either:



          (1) the Participant’s option will be exercised automatically on the New Exercise Date, unless
prior to such date the Participant has withdrawn from the Offer Period as provided in Section 10;
or



          (2) the Company shall pay to the Participant on the New Exercise Date an amount in cash, cash
equivalents, or property as determined by the Administrator that is equal to the excess, if any, of
(i) the Fair Market Value of the shares subject to the option over (ii) the Purchase Price due had
the Participant’s option been exercised automatically under Subsection (b)(1) above. In addition,
all remaining accumulated payroll deduction amounts shall be returned to the Participant.



     For purposes of this Subsection, an option granted under the Plan shall be deemed to be
assumed if, in connection with the Corporate Transaction, the option is replaced with a comparable
option with respect to shares of capital stock of the successor corporation or Parent thereof. The
determination of option comparability shall be made by the Administrator prior to the Corporate
Transaction and its determination shall be final, binding and conclusive on all persons.



     19. Amendment or Termination.



     (a) The Administrator may at any time and for any reason terminate or amend the Plan and such
termination can affect options previously granted. The Plan or any one or more Offer Periods may be
terminated by the Administrator on any Exercise Date or by the Administrator establishing a new
(earlier or later) Exercise Date with respect to any Offer Period then in progress if the
Administrator determines that the termination of the Plan or such one or more Offer Periods is in
the best interests of the Company and its stockholders. To the extent necessary to comply with
Section 423 of the Code (or any successor rule or provision or any other Applicable Law), the
Company shall obtain stockholder approval in such a manner and to such a degree as required.



     (b) Without stockholder consent, the Administrator shall be entitled to limit the frequency
and/or number of changes in the amount withheld during Offer Periods, determine the length of any
future Offer Period, determine whether future Offer Periods shall be consecutive or overlapping,
establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars,
establish additional terms, conditions, rules or procedures to accommodate the rules or laws of
applicable foreign jurisdictions, permit payroll withholding in excess of the amount designated by
a Participant in order to adjust for delays or mistakes in the Company’s processing of properly



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completed withholding elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the purchase of Common
Stock for each Participant properly correspond with amounts withheld from the Participant’s
Compensation, and establish such other limitations or procedures as the Administrator determines in
its sole discretion advisable and which are consistent with the Plan.



     20. Notices. All notices or other communications by a Participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form specified by the Administrator at the location, or by the person, designated by the
Administrator for the receipt thereof.



     21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all Applicable Laws and shall be further subject to the approval of
counsel for the Company with respect to such compliance. The Company shall have no obligation to
effect any registration or qualification of the Shares under federal or state laws. As a condition
to the exercise of an option, the Company may require the Participant to represent and warrant at
the time of any such exercise that the shares are being purchased only for investment and without
any present intention to sell or distribute such shares if, in the opinion of counsel for the
Company, such a representation is required by any of the aforementioned Applicable Laws or is
otherwise advisable. In addition, no options shall be exercised or shares issued hereunder before
the Plan shall have been approved by stockholders of the Company as provided in Section 23.



     22. Term of Plan. The Plan shall become effective upon its approval by the
stockholders of the Company. It shall continue in effect for a term of twenty (20) years unless
sooner terminated under Section 19.



     23. Stockholder Approval. Continuance of the Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date the Plan is adopted.
Such stockholder approval shall be obtained in the degree and manner required under Applicable
Laws.



     24. No Employment Rights. The Plan does not, directly or indirectly, create any right
for the benefit of any employee or class of employees to purchase any shares under the Plan, or
create in any employee or class of employees any right with respect to continuation of employment
by the Company or a Designated Parent or Subsidiary, and it shall not be deemed to interfere in any
way with such employer’s right to terminate, or otherwise modify, an employee’s employment at any
time.



     25. No Effect on Retirement and Other Benefit Plans. Except as specifically provided
in a retirement or other benefit plan of the Company or a Designated Parent or Subsidiary,
participation in the Plan shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Company or a Designated Parent or Subsidiary, and
shall not affect any benefits under any other benefit plan of any kind or any benefit plan
subsequently instituted under which the availability or amount of benefits is related to level of
compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement
Income Security Act of 1974, as amended.



     26. Effect of Plan. The provisions of the Plan shall, in accordance with its terms,
be binding upon, and inure to the benefit of, all successors of each Participant, including,
without limitation, such Participant’s estate and the executors, administrators or trustees
thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors
of such Participant.



     27. Governing Law. The Plan is to be construed in accordance with and governed by the
internal laws of the State of Maryland without giving effect to any choice of law rule that would
cause the application of the laws of any jurisdiction other than the internal laws of the State of
Maryland to the rights and duties of the parties, except to the extent the internal laws of the
State of Maryland are superseded by the laws of the United States. Should any provision of the Plan
be determined by a court of law to be illegal or unenforceable, the other provisions shall
nevertheless remain effective and shall remain enforceable.



     28. Dispute Resolution. The provisions of this Section 28 (and as restated in the
Subscription Agreement) shall be the exclusive means of resolving disputes arising out of or
relating to the Plan. The Company and the



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Participant, or their respective successors (the “parties”), shall attempt in good faith to
resolve any disputes arising out of or relating to the Plan by negotiation between individuals who
have authority to settle the controversy. Negotiations shall be commenced by either party by notice
of a written statement of the party’s position and the name and title of the individual who will
represent the party. Within thirty (30) days of the written notification, the parties shall meet at
a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to
resolve the dispute. If the dispute has not been resolved by negotiation, the parties agree that
any suit, action, or proceeding arising out of or relating to the Plan shall be brought in the
United States District Court for the District of Maryland (or should such court lack jurisdiction
to hear such action, suit or proceeding, in a Maryland state court in the County of Columbia) and
that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to
the fullest extent permitted by law, any objection the party may have to the laying of venue for
any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY
RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or
more provisions of this Section 28 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.




9









 








Exhibit A




Sourcefire, Inc. 2007 Employee Stock Purchase Plan

SUBSCRIPTION AGREEMENT

Effective with the Offer Period beginning on:

o ESPP Effective Date o November 15, 20           or o May 15, 20     




1. Personal Information




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Legal Name (Please Print)

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(Last)
	 	(First)
	 	(MI)
	 	 	 	Location
	 	Department
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Street Address

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Daytime Telephone	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	City, State/Country, Zip
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	E-Mail Address	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Social Security No. __ __ __ —	 	  __ __ — __ __ __ __	 	Employee I.D. No.	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Manager
	 	Mgr. Location





2. Eligibility Any Employee whose customary employment is more than 20 hours per week and more
than 5 months per calendar year, and who does not hold (directly or indirectly) five percent (5%)
or more of the combined voting power of the Company, a parent or a subsidiary, whether in stock or
options to acquire stock is eligible to participate in the Sourcefire, Inc. 2007 Employee Stock
Purchase Plan (the “ESPP”); provided, however, that Employees who are subject to the rules or laws
of a foreign jurisdiction that prohibit or make impractical the participation of such Employees in
the ESPP are not eligible to participate.



3. Definitions Each capitalized term in this Subscription Agreement shall have the meaning set
forth in the ESPP.



4. Subscription I hereby elect to participate in the ESPP and subscribe to purchase shares of
the Company’s Common Stock in accordance with this Subscription Agreement and the ESPP. I have
received a complete copy of the ESPP and a prospectus describing the ESPP and understand that my
participation in the ESPP is in all respects subject to the terms of the ESPP. The effectiveness of
this Subscription Agreement is dependent on my eligibility to participate in the ESPP.



5. Payroll Deduction Authorization I hereby authorize payroll deductions from my Compensation
during the Offer Period in the percentage specified below (payroll reductions may not exceed 10% of
Compensation nor the limitation under Section 423(b)(8) of the Code and the regulations
thereunder). I understand that the Company is not obligated to segregate my payroll deductions or
hold them exclusively for my benefit.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Percentage to be Deducted (circle one)
	 	 	1	%	 	 	2	%	 	 	3	%	 	 	4	%	 	 	5	%	 	 	6	%	 	 	7	%	 	 	8	%	 	 	9	%	 	 	10	%





6. ESPP Accounts and Purchase Price I understand that all payroll deductions will be credited to
my account under the ESPP. No additional payments may be made to my account. No interest will be
credited on funds held in the account at any time including any refund of the account caused by
withdrawal from the ESPP. All payroll deductions shall be accumulated for the purchase of Company
Common Stock at the applicable Purchase Price determined in accordance with the ESPP.



7. Withdrawal and Changes in Payroll Deduction I understand that I may discontinue my
participation in the ESPP at any time prior to an Exercise Date as provided in Section 10 of the
ESPP, but if I do not withdraw from the ESPP, any accumulated payroll deductions will be applied
automatically to purchase Company Common Stock. I may decrease (but not increase) the rate of my
payroll deductions in whole percentage increments to not less than one percent (1%) on one occasion
during any Offer Period by completing and timely filing a Change of Status Notice. Any decrease
will be effective for the full payroll period occurring after five (5) business days from the
Company’s receipt of the Change of Status Notice, unless the change is processed more quickly.





A-1









 







8. Perpetual Subscription I understand that this Subscription Agreement shall remain in effect
for successive Offer Periods until I withdraw from participation in the ESPP, or termination of the
ESPP.



9. Taxes I have reviewed the ESPP prospectus discussion of the federal tax consequences of
participation in the ESPP and consulted with tax consultants as I deemed advisable prior to my
participation in the ESPP. I hereby agree to notify the Company in writing within thirty (30) days
of any disposition (transfer or sale) of any shares purchased under the ESPP if such disposition
occurs within two (2) years of the Enrollment Date (the first day of the Offer Period during which
the shares were purchased) or within one (1) year of the Exercise Date (the date I purchased such
shares), and I will make adequate provision to the Company for foreign, federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the shares. In addition, the
Company may withhold from my Compensation any amount necessary to meet applicable tax withholding
obligations incident to my participation in the ESPP, including any withholding necessary to make
available to the Company any tax deductions or benefits contingent on such withholding.



10. Dispute Resolution The provisions of this Section 10 and Section 28 of the ESPP shall be the
exclusive means of resolving disputes arising out of or relating to the Plan. The Company and I, or
our respective successors (the “parties”), shall attempt in good faith to resolve any disputes
arising out of or relating to the Plan by negotiation between individuals who have authority to
settle the controversy. Negotiations shall be commenced by either party by notice of a written
statement of the party’s position and the name and title of the individual who will represent the
party. Within thirty (30) days of the written notification, the parties shall meet at a mutually
acceptable time and place, and thereafter as often as they reasonably deem necessary, to resolve
the dispute. If the dispute has not been resolved by negotiation, the Company and I agree that any
suit, action, or proceeding arising out of or relating to the Plan shall be brought in the United
States District Court for the District of Maryland (or should such court lack jurisdiction to hear
such action, suit or proceeding, in a Maryland state court in the County of Columbia) and that we
shall submit to the jurisdiction of such court. The Company and I irrevocably waive, to the fullest
extent permitted by law, any objection we may have to the laying of venue for any such suit, action
or proceeding brought in such court. THE COMPANY AND I ALSO EXPRESSLY WAIVE ANY RIGHT WE HAVE OR
MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of
this Section 10 or Section 28 of the ESPP shall for any reason be held invalid or unenforceable, it
is the specific intent of the Company and I that such provisions shall be modified to the minimum
extent necessary to make it or its application valid and enforceable.



11. Designation of Beneficiary In the event of my death, I hereby designate the following person
or trust as my beneficiary to receive all payments and shares due to me under the ESPP:




     o I am single o I am married



	 	 	 	 	 	 	 	 	 	 	 
	Beneficiary (please print)

	 	 	 	 	 	 	 	 	 	Relationship to Beneficiary (if any)
	 
	 	 	 	 
	 

	 	(Last)
	 	(First)
	 	(MI)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Street Address
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	City, State/Country, Zip
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 




12. Termination of ESPP I understand that the Company has the right, exercisable in its sole
discretion, to amend or terminate the ESPP at any time, and a termination may be effective as early
as an Exercise Date, including the establishment of an alternative date for an Exercise Date within
each outstanding Offer Period.




	 	 	 	 	 	 	 	 	 
	 

	 	Date: 
	 	 	 	Employee Signature:	 	 
	 

	 	 
	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

spouse’s signature (if beneficiary is other than spouse)

	 	 






A-2









 






Exhibit B


Sourcefire, Inc. 2007 Employee Stock Purchase Plan

CHANGE OF STATUS NOTICE




                                                            

Participant Name (Please Print)




                                                            

Social Security Number




o Withdrawal From ESPP




     I hereby withdraw from the Sourcefire, Inc. 2007 Employee Stock Purchase Plan (the “ESPP”) and
agree that my option under the applicable Offer Period will be automatically terminated and all
accumulated payroll deductions credited to my account will be refunded to me or applied to the
purchase of Common Stock depending on the alternative indicated below. No further payroll
deductions will be made for the purchase of shares in the applicable Offer Period and I shall be
eligible to participate in a future Offer Period only by timely delivery to the Company of a new
Subscription Agreement.



o Withdrawal and Purchase of Common Stock




     Payroll deductions will terminate, but your account balance will be applied to purchase Common
Stock on the next Exercise Date. Any remaining balance will be refunded.



o Withdrawal Without Purchase of Common Stock




     Entire account balance will be refunded to me and no Common Stock will be purchased on the
next Exercise Date provided this notice is submitted to the Company ten (10) business days prior to
the next Exercise Date.



o Change in Payroll Deduction




     I hereby elect to change my rate of payroll deduction under the ESPP as follows (select one):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Percentage to be Deducted (circle one)
	 	 	1	%	 	 	2	%	 	 	3	%	 	 	4	%	 	 	5	%	 	 	6	%	 	 	7	%	 	 	8	%	 	 	9	%	 	 	10	%






     I understand that I may decrease (but not increase) the rate of my payroll deductions under
the ESPP in whole percentage increments to not less than one percent (1%) on one occasion during
any Offer Period by completing and timely filing a Change of Status Notice. A decrease in my
payroll deduction will be effective for the first full payroll period commencing no fewer than five
(5) business days following the Company’s receipt of this notice, unless this change is processed
more quickly.



	 	 	 	 	 
	Change of Beneficiary

	 	o I am single
	 	o I am married






     This change of beneficiary shall terminate my previous beneficiary designation under the ESPP.
In the event of my death, I hereby designate the following person or trust as my beneficiary to
receive all payments and shares due to me under the ESPP:



	 	 	 	 	 	 	 	 	 	 	 
	Beneficiary (please print)

	 	 	 	 	 	 	 	 	 	Relationship to Beneficiary (if any)
	 
	 	 	 	 
	 	 	(Last)
	 	(First)
	 	(MI)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Street Address

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	City, State/Country, Zip
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 







	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	Employee Signature:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

spouse’s signature
(if beneficiary is
other than spouse)
	 	 







B-1