Support Agreement



 Exhibit 10.1 
 SUPPORT AGREEMENT 
 SUPPORT AGREEMENT, dated as of July 24, 2006 (this
“Agreement”), among the shareholders listed on the signature page(s) hereto (collectively, the “Shareholders” and each individually, a “Shareholder”), and Gladiator Corporation, a Delaware
corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below. 
 WHEREAS, as of the date hereof, the Shareholders own of record and beneficially (within the meaning of Rule 13d-3 of the Exchange Act) the shares of
capital stock of the Company set forth on Schedule A hereto (the “Shares”); 
 WHEREAS, concurrently with the
execution of this Agreement, Parent and WatchGuard Technologies, Inc., a Delaware corporation, (the “Company”) are entering into an Agreement and Plan of Merger, dated as of the date hereof, as it may be amended from time to time (the
“Merger Agreement”), pursuant to which, upon the terms and subject to the conditions thereof, a subsidiary of Parent will be merged with and into the Company, and the Company will be the surviving corporation (the
“Merger”); and 
 WHEREAS, as a condition to the willingness of Parent to enter into the Merger Agreement, Parent has
required that the Shareholders agree, and in order to induce Parent to enter into the Merger Agreement the Shareholders are willing, to enter into this Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows:

 Section 1. Agreement to Vote Shares. 
 (a) Each Shareholder covenants and agrees that until the termination of this Agreement in accordance with the terms hereof, such Shareholder shall (a) when a meeting of the Company’s shareholders is held,
appear at such meeting (in person or by proxy) or otherwise cause all Shares and any New Shares (as defined below) to be counted as present thereat for the purpose of establishing a quorum and (b) vote (or cause to be voted) the Shares and any
New Shares or, in the case of an action by written consent in lieu of a meeting, exercise its right to consent (i) in favor of adoption of the Merger Agreement and approval of the transactions contemplated thereby; (ii) against the
approval of any proposal made in opposition to or in competition with the consummation of the Merger and the Merger Agreement, (iii) against any proposal that would reasonably lead to or result in the conditions of the Company’s or
Parent’s or Merger Sub’s obligations under the Merger Agreement not being fulfilled; (iv) against the adoption of any reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction
involving the Company; (v) against any Competing Transaction (as defined in the Merger Agreement); and (vi) against the election of a group of individuals to replace a majority or more of the individuals presently on the Board of Directors
of the Company (each item set forth in the foregoing clauses (i) through (vi), a “Proposed Matter”) at every meeting of shareholders of Company called (and at every postponement or adjournment thereof) or action by written
consent taken with respect to any Proposed Matter. 







 Prior to the termination of this Agreement, each Shareholder covenants and agrees not to enter into any agreement or
understanding with any person to vote or give instructions in any manner inconsistent with the terms of this Agreement. The provisions of this Section 1 shall apply to all Shares and New Shares owned by each Shareholder as of the record
date for the vote on any Proposed Matter. 
 (b) Each Shareholder further agrees that, until the termination of this Agreement, (Y) such
Shareholder will not, and will not permit any entity under such Shareholder’s control to, (A) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A under the Exchange Act)
with respect to an Opposing Proposal (as defined below), (B) initiate a shareholders’ vote with respect to an Opposing Proposal or (C) become a member of a “group” (as such term is used in Section 13(d) of the Exchange
Act) with respect to any voting securities of the Company with respect to an Opposing Proposal. For the purposes of this Agreement, an “Opposing Proposal” means any action or proposal described in clauses (ii) through
(vi) of Section 1(a). 
 (c) New Shares shall be subject to the terms and conditions of this Agreement to the same extent as
if they constituted Shares. “New Shares” means: 
 (i) any shares of capital stock or voting securities of the Company that
Shareholder purchases or with respect to which Shareholder otherwise acquires beneficial ownership (whether through the exercise of any options, warrants or other rights to purchase shares of Company Common Stock or otherwise) after the date of this
Agreement and prior to the termination of this Agreement; and 
 (ii) any shares of capital stock or voting securities of the Company that
Shareholder becomes the beneficial owner of as a result of any change in Company Common Stock by reason of a stock dividend, stock split, split-up, recapitalization, reorganization, business combination, consolidation, exchange of shares, or any
similar transaction or other change in the capital structure of the Company affecting Company Common Stock. 
 Section 2. Irrevocable
Proxy. Each Shareholder has delivered to Parent a duly executed proxy in the form attached hereto as Exhibit A (the “Proxy”), such Proxy covering the issued and outstanding Shares and all issued and outstanding New Shares
in respect of which such Shareholder is the beneficial holder and is entitled to vote at each meeting of the shareholders of the Company (including, without limitation, each written consent in lieu of a meeting) prior to the termination of this
Agreement. Upon the execution of this Agreement by such Shareholder, such Shareholder hereby revokes any and all prior proxies or powers of attorney given by such Shareholder with respect to voting of the Shares on the matters referred to in
Section 1 and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on the matters referred to in Section 1 until after the Expiration Date. Each Shareholder understands and
acknowledges that Parent is entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the Proxy. Each Shareholder hereby affirms that the Proxy is given in consideration of Parent
entering into the Merger Agreement and incurring related fees and expenses, and that such Proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Except as otherwise provided for herein, each Shareholder
hereby (i) affirms that the Proxy is 
  

 2 








 coupled with an interest and may under no circumstances be revoked prior to the Expiration Date, and (ii) ratifies
and confirms that the Proxies appointed hereunder may lawfully do or cause to be done by virtue hereof. The power of attorney granted by each Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or
incapacity of such Shareholder. Notwithstanding any other provisions of this Agreement, the Proxy granted hereunder shall automatically terminate upon the termination of this Agreement. 
 Section 3. Transfer of Shares. 
 (a) Until this Agreement is terminated, each Shareholder covenants and agrees that such Shareholder will not directly or indirectly (i) sell, assign, transfer (including by merger, testamentary disposition, interspousal disposition
pursuant to a domestic relations proceeding or otherwise by operation of law), pledge, exchange, hypothecate, encumber or otherwise dispose of any of the Shares or New Shares, (ii) deposit any of the Shares or New Shares into a voting trust or
enter into a voting agreement or arrangement with respect to the Shares or New Shares or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (iii) enter into any contract, option, agreement,
commitment, understanding or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer, pledge, encumbrance or other disposition of any Shares or New Shares (each, a “Transfer”),
(iv) take any other action that would in any way restrict, limit or interfere with the Shareholder’s obligations under this Agreement or the transactions contemplated to be performed by the Shareholder under this Agreement or (v) seek
or solicit, or agree or commit to do, any of the foregoing. Shareholder agrees to notify Parent promptly, and to provide all details requested by Parent, if Shareholder shall be approached or solicited, directly or indirectly, by any Person with
respect to the foregoing. Any Transfer or purported Transfer of share of Company Common Stock in violation of the foregoing restricts shall be null and void. 
 (b) Permitted Transfers. Section 3(a) shall not prohibit a transfer of Shares or New Shares by a Shareholder (i) upon the death of such Shareholder, interspousal disposition, (ii) for tax or
estate planning or charitable gift purposes or if such Shareholder is a partnership or limited liability company, to one or more partners or members of such Shareholder to an affiliated corporation under common control with such Shareholder;
provided, however, that a transfer referred to in this Section 3(b) shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound
by the terms of this Agreement and delivers a Proxy to Parent in substantially the form of the Proxy attached hereto. 
 Section 4.
Other Offers. Shareholder and its subsidiaries (if any) shall not, and shall use their best efforts to cause their officers, directors, employees or other agents (if any) not to, directly or indirectly, (i) solicit, initiate, facilitate
or intentionally encourage the submission of any Competing Transaction, or (ii) participate in any discussions or negotiations regarding, or furnish to any Third Party any information or data with respect to or provide access to the properties,
offices, books, records, officers, directors or employees of, or take any other action to knowingly facilitate, induce or encourage the making of any proposal that constitutes, or may reasonably be expected to lead to, any Competing Transaction.
Shareholder will promptly notify Parent after receipt of an Opposing Proposal or any indication that any Person is considering making an Opposing Proposal or any request for nonpublic information relating to the Company 
  

 3 








 or any of its Subsidiaries or for access to the properties, books or records of the Company or any of its Subsidiaries by
any Person that may be considering making, or has made, an Opposing Proposal and will keep Parent fully informed of the status and details of any such Opposing Proposal, indication or request. 
 Section 5. Appraisal Rights. The Shareholder hereby irrevocably and unconditionally waives, and agrees not to exercise, any rights
(including, but not limited to, under Section 262 of the General Corporation Law of the State of Delaware) to demand appraisal of any of the Shares that may arise with respect to the Merger or any of the other transactions contemplated by the
Merger Agreement. 
 Section 6. Stop Transfer Order. In furtherance of this Agreement, the Shareholder shall and hereby does
authorize Parent to notify the Company’s transfer agent that there is a stop transfer restriction with respect to all of the Shares and that this Agreement places limits on the voting and Transfer of the Shares; provided, however, that each
such notification to the Company’s transfer agent in accordance with this Section 6 shall provide that the relevant stop transfer restriction shall not limit the Transfer of Shares by the Shareholder in compliance with Section 3(b).

 Section 7. Representations and Warranties of the Shareholders. Each Shareholder on his or her own behalf hereby severally
represents and warrants to Parent with respect to such Shareholder and such Shareholder’s ownership of the Shares as follows: 
 (a)
Ownership of Shares. The Shareholder beneficially owns all of the Shares and rights to Shares as set forth on Schedule A hereto and has good and marketable title to such Shares, free and clear of any claims, liens, options, charges, proxies,
pledges voting trusts, agreements, rights, understandings, arrangements, encumbrances or security interests. The Shareholder beneficially owns no shares of capital stock or voting securities of the Company, securities of the Company convertible into
or exchangeable for shares of capital stock or voting securities of the Company or options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting
securities of the Company other than the Shares as set forth on Schedule A hereto. The Shareholder has sole voting power, without restrictions, with respect to all of the Shares. The Shareholder’s principal residence or place of business is
accurately set forth on the Shareholder’s signature page hereto. 
 (b) Power, Binding Agreement. The Shareholder has the legal
capacity and all requisite power and authority to enter into and perform all of his or her obligations under this Agreement. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid and binding
obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement thereof may be limited against such Shareholder by (i) bankruptcy, insolvency, reorganization, moratorium and similar Laws
affecting enforcement of creditors’ rights or remedies in general as from time to time in effect or (ii) the exercise by courts of equity powers. If the Shareholder is married and the Shares set forth on Schedule A hereto constitute
community property under applicable laws, the Shareholder’s spouse has consented to this Agreement. If this Agreement is being executed in a representative or fiduciary capacity, the Shareholder signing this Agreement has full power and
authority to enter into and perform this Agreement. 
  

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 (c) No Conflicts. The execution and delivery of this Agreement do not, conflict with or result in
any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, any provision of any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Shareholder, the Shares or any of the
Shareholder’s properties or assets. Except as expressly contemplated hereby, the Shareholder is not a party to, and the Shares are not subject to or bound in any manner by, any contract or agreement relating to the Shares, including without
limitation, any voting agreement, option agreement, purchase agreement, shareholders’ agreement, partnership agreement or voting trust. Except for the expiration or termination of the waiting period under the HSR Act and informational filings
with the Securities and Exchange Commission, no consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic,
foreign or supranational, is required by or with respect to the Shareholder in connection with the execution and delivery of this Agreement or the consummation by the Shareholder of the transactions contemplated hereby. 
 (d) Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent or the Company
in respect of this Agreement based upon any arrangement or agreement made by or on the Shareholder’s behalf. 
 (e) No Litigation or
Orders. There is (a) no action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity or, to the Shareholder’s actual knowledge, threatened against, and (b) no judgment, decree or order
against, (i) the Shareholder, or (ii) to the Shareholder’s actual knowledge any of (A) the Shareholder’s Affiliates, (B) any of the Shareholder’s or his or her Affiliates’ respective properties, (C) any
of the Shareholder’s or his or her Affiliates’ officers or directors (in the case of a corporate entity (in their capacities as such)), or (D) any of the Shareholder’s or his or her Affiliates’ respective partners (in the
case of a partnership), in the case of each of (i) and (ii) that, individually or in the aggregate, would reasonably be expected to impair the Shareholder’s ability to consummate the transactions contemplated by this Agreement in any
material respect. 
 Section 8. Termination. This Agreement shall terminate upon such date and time as the Merger Agreement shall
have been terminated in accordance with its terms. 
 Section 9. Fiduciary Duties. Each Shareholder is signing this Agreement
solely in such Shareholder’s capacity as an owner of such Shareholder’s respective Shares, and nothing herein shall prohibit, prevent or preclude such Shareholder from taking or not taking any action in such Shareholder’s capacity as
an officer or director of the Company to the extent permitted by the Merger Agreement, or as an officer or a director of any third party. 
 Section 10. Specific Performance. The parties agree that irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, in 
  

 5 








 the event that any of the provisions of this Agreement or the Proxy were not performed in accordance with its specific
terms or were otherwise breached. Each Shareholder agrees that, in the event of any breach or threatened breach by such Shareholder of any covenant or obligation contained in this Agreement or in the Proxy, Parent shall be entitled (in addition to
any other remedy that may be available to it, including monetary damages) to seek and obtain (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction
restraining such breach or threatened breach. Each Shareholder further agrees that neither Parent nor any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any
remedy referred to in this Section 10, and each Shareholder irrevocably waives any right such Shareholder may have to require the obtaining, furnishing or posting of any such bond or similar instrument. 
 Section 11. Miscellaneous. 
 (a)
Entire Agreement. This Agreement and the Merger Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect thereto. This Agreement may not be amended, modified or rescinded except by an instrument in writing signed by each of the parties hereto. 
 (b) Further Assurances. Parent and the Shareholders will each execute and deliver, or cause to be executed and delivered, all further documents
and instruments and shall take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or, in the reasonable opinion of Parent, advisable under applicable laws and regulations, to make effective the covenants and
agreements made by the Shareholders hereunder. 
 (c) Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated, provided
that, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall modify this Agreement so as to effect the original intent of the parties as closely as possible to the
fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. 
 (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to the
principles of conflicts of law thereof. 
 (e) Counterparts. This Agreement may be executed by facsimile signature and in multiple
counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 
 (f)
Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered (i) three business days after being sent by registered or certified mail, return receipt requested, postage prepaid, or
(ii) one business day after being 
  

 6 








 sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to
the intended recipient as set forth below: 
 (i) if to a Shareholder to the address set forth on the respective signature page of this
Agreement; 
 (ii) if to Parent to: 
 Gladiator Corporation 
 c/o Francisco Partners 
 2882 Sand Hill Road 
 Menlo Park, CA 94025 
 Attn: Benjamin Ball 
 Phone:
(650) 233-2902 
 Fax: (650) 233-2999 
 with a copy to: 
 Davis Polk & Wardwell 
 1600 El Camino Real 
 Menlo Park, CA 94025

 Attn: Alan Denenberg 
           Joy Woeber 
 Phone: (650) 752-2000 
 Fax: (650) 752-2111 
 (g) No Third
Party Beneficiaries. This Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns, to create any agreement of
employment with any person or to otherwise create any third-party beneficiary hereto. 
 (h) Assignment. Neither this Agreement nor
any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties, and any such
assignment without such prior written consent shall be null and void, except that Parent may assign this Agreement to any direct or indirect Affiliate of Parent without the consent of the Shareholders. Subject to the preceding sentence, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. 
 (i) Interpretation. When reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for
convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or 
  

 7 








 neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any
federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words “include,” “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” No summary of this Agreement prepared by the parties shall affect in any way the meaning or interpretation of this
Agreement. 
 (j) WAIVER OF JURY TRIAL. EACH OF PARENT, THE COMPANY AND EACH SHAREHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, THE COMPANY OR EACH SHAREHOLDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT. 
 (k) No Survival. The representation and warranties
contained in the Agreement shall not survive the termination of this Agreement. 
 (l) Capitalized Terms. Capitalized terms used but
not defined herein shall have the respective meanings set forth in the Merger Agreement. 
 [Signature Pages Follow.] 
  

 8 








 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed individually or by
its respective duly authorized officer as of the date first written above. 
  

			
	GLADIATOR CORPORATION
		
	By:	 	 /s/ Benjamin Ball

		
	Name:	 	Benjamin Ball
		
	Title:	 	President


 (Signature Page to Support Agreement) 







 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be validly executed by a duly
authorized officer thereof as of the date first above written. 
  

			
	 /s/ EDWARD J. BOREY

	(Signature of Shareholder)
	
	 Edward J. Borey

	(Print name of Shareholder)
		
	Address:	 	  

	
	  

	
	  

		
	Facsimile:	 	  



 (Signature Page to Support Agreement) 







 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be validly executed by a duly
authorized officer thereof as of the date first above written. 
  

			
	 /s/ MICHAEL R. HALLMAN

	(Signature of Shareholder)
	
	 Michael R. Hallman

	(Print name of Shareholder)
		
	Address:	 	  

	
	  

	
	  

		
	Facsimile:	 	  



 (Signature Page to Support Agreement) 







 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be validly executed by a duly
authorized officer thereof as of the date first above written. 
  

			
	 /s/ RICHARD A. LEFAIVRE

	(Signature of Shareholder)
	
	 Richard A. LeFaivre

	(Print name of Shareholder)
		
	Address:	 	  

	
	  

	
	  

		
	Facsimile:	 	  



 (Signature Page to Support Agreement) 







 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be validly executed by a duly
authorized officer thereof as of the date first above written. 
  

			
	 /s/ STEVEN N. MOORE

	(Signature of Shareholder)
	
	 Steven N. Moore

	(Print name of Shareholder)
		
	Address:	 	  

	
	  

	
	  

		
	Facsimile:	 	  



 (Signature Page to Support Agreement) 







 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be validly executed by a duly
authorized officer thereof as of the date first above written. 
  

			
	 /s/ WILLIAM J. SCHROEDER

	(Signature of Shareholder)
	
	 William J. Schroeder

	(Print name of Shareholder)
		
	Address:	 	  

	
	  

	
	  

		
	Facsimile:	 	  



 (Signature Page to Support Agreement) 







 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be validly executed by a duly
authorized officer thereof as of the date first above written. 
  

			
	 /s/ BRADLEY E. SPARKS

	(Signature of Shareholder)
	
	 Bradley E. Sparks

	(Print name of Shareholder)
		
	Address:	 	  

	
	  

	
	  

		
	Facsimile:	 	  



 (Signature Page to Support Agreement) 







 SCHEDULE A 
  

							
	 Shareholder
	  	 Number of
 Shares
 Owned
	  	 Vested
 Options
 as of 7/21/06*
	  	Total
	 Edward J. Borey
	  	28,000	  	450,000	  	478,000
	 Bradley E. Sparks
	  	16,000	  	87,500	  	103,500
		  	 	  	 	  	 
	 Sub-Total Management
	  	44,000	  	537,500	  	581,500
		  	 	  	 	  	 
	 Michael R. Hallman
	  	20,700	  	10,000	  	30,700
	 Michael R. Kourey
	  	4,000	  	10,000	  	14,000
	 Richard A. LeFaivre
	  	7,000	  	10,000	  	17,000
	 Steven N. Moore
	  	1,358,465	  	10,000	  	1,368,465
	 William J. Schroeder
	  	17,500	  	10,000	  	27,500
		  	 	  	 	  	 
	 Sub-Total Board of Directors
	  	1,407,665	  	50,000	  	1,457,665
		  	 	  	 	  	 
	 Total - Management and Directors
	  	1,451,665	  	587,500	  	2,039,165
		  	 	  	 	  	 



	*	Represents in-the-money options, assuming merger consideration of $4.25 per share. 








 EXHIBIT A 
 IRREVOCABLE PROXY 
 TO VOTE STOCK OF 
 WATCHGUARD TECHNOLOGIES, INC. 
 The undersigned shareholder of WatchGuard Technologies, Inc., a
Delaware corporation (the “Company”), hereby irrevocably appoints the members of the Board of Directors of Gladiator Corporation, a Delaware corporation (“Parent”), and each of them, or any other designee of Parent,
as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and re-substitution, to vote, express consent or dissent and otherwise exercise all voting rights (to the full extent that the undersigned is
entitled to do so) with respect to all of the issued and outstanding shares of capital stock of the Company that now are owned of record by the undersigned (collectively, the “Shares”) in accordance with the terms of this
Irrevocable Proxy. The Shares beneficially owned by the undersigned shareholder of the Company as of the date of this Irrevocable Proxy are listed on the final page of this Irrevocable Proxy. Upon the undersigned’s execution of this Irrevocable
Proxy, any and all prior proxies given by the undersigned with respect to the voting of any Shares on the matters referred to in the third full paragraph of this Irrevocable Proxy are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to such matters until after the Expiration Date (as defined below). 
 This Irrevocable Proxy is irrevocable, is coupled with
an interest, and is granted in consideration of Parent (i) entering into that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Parent, Warrior Acquisition Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent (“Merger Sub”), and the Company, which Merger Agreement provides for the merger of Merger Sub with and into the Company (the “Merger”) and (ii) incurring related fees and
expenses. As used herein, the term “Expiration Date” shall mean such date and time as the Merger Agreement shall have been terminated in accordance with its terms. Capitalized terms used and not otherwise defined herein shall have
the respective meanings assigned to them in the Merger Agreement. 
 The attorneys and proxies named above, and each of them are hereby authorized and
empowered by the undersigned, at any time prior to the Expiration Date, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting rights of the undersigned with respect to the Shares (including, without
limitation, the power to execute and deliver written consents), at every annual, special or adjourned meeting of the shareholders of the Company and in every written consent in lieu of such meeting: 
 (a) in favor of adoption of the Merger Agreement and approval of the transactions contemplated thereby; 
 (b) against the approval of any proposal made in opposition to or in competition with the consummation of the Merger and the Merger Agreement;

  

 Exhibit A-1 








 (c) against any proposal that would reasonably lead to, result in the conditions of the Company’s or
Parent’s or Merger Sub’s obligations under the Merger Agreement not being fulfilled; 
 (d) against the adoption of any
reorganization, recapitalization, liquidation or winding up of the Company or any other extraordinary transaction involving the Company 
 (e) against any Competing Transaction (as defined in the Merger Agreement); and 
 (f) against the election of a group of
individuals to replace a majority or more of the individuals presently on the Board of Directors of the Company. 
 The attorneys and proxies named above may
not exercise this Irrevocable Proxy on any other matter except as provided above. The undersigned shareholder may vote the Shares on all other matters. 
 All authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

 (Remainder of page intentionally left blank) 
  

 Exhibit A-2 








 This Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable.

 Dated:
                    , 2006 
  

	
	  
 (Signature of
Shareholder)

	
	  
 (Print Name of
Shareholder)



  

			
	  
	 	shares of Company Common
	 Stock owned on the date hereof:

		
	  
	 	shares of Company Common
	 Stock issuable upon the exercise of
 outstanding options, warrants or other rights.



 (Signature Page to Irrevocable Proxy) 







 This Irrevocable Proxy is coupled with an interest as aforesaid and is irrevocable.

 Dated:
                    , 2006 
  

	
	  
 (Print name of
Shareholder)

	
	  
 (Signature of
Shareholder)

	
	  
 (Print name of
signatory)

	
	  
 (Print title of
signatory)



  

			
	  
	 	shares of Company Common
	 Stock owned on the date hereof:

		
	  
	 	shares of Company Common
	 Stock issuable upon the exercise of
 outstanding options, warrants or other rights.



 (Signature Page to Irrevocable Proxy)