exv10w18



 





Exhibit 10.18




FORM
OF INDEMNIFICATION AGREEMENT




     This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this                     
day of                     , 20                     (the “Effective Date”) by and between Sourcefire, Inc., a
Delaware corporation (the “Company”), and [      ] (the
“Indemnitee”).



     WHEREAS, the Company believes it is essential to retain and attract qualified directors and
officers;



     WHEREAS, the Indemnitee is a director and/or officer of the Company -OR - WHEREAS, the
Indemnitee is relying upon the rights afforded under this Agreement in accepting Indemnitee’s
position as a director, officer or employee of the Company; [select one]



     WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and
other claims being asserted against directors and officers of companies;



     WHEREAS, the Company’s Certificate of Incorporation (the “Certificate of
Incorporation”) and Bylaws (the “Bylaws”) require the Company to indemnify and advance
expenses to its directors and officers to the extent permitted by the DGCL (as hereinafter
defined);



     [WHEREAS, the Indemnitee has been serving and intends to continue serving as a director and/or
officer of the Company in part in reliance on the Certificate of Incorporation and Bylaws; and



     WHEREAS, Indemnitee does not regard the protection currently provided by applicable law, the
Company’s governing documents and available insurance as adequate under the present circumstances,
and the Company has determined that Indemnitee and other directors, officers, employees and agents
of the Company may not be willing to serve or continue to serve in such capacities without
additional protection; and



     WHEREAS, an inducement to provide effective services to the Company as a director and/or
officer thereof, the Company wishes to provide for the indemnification of the Indemnitee and to
advance expenses to the Indemnitee to the fullest extent permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained by the Company, to provide for the continued
coverage of the Indemnitee under the Company’s directors’ and officers’ liability insurance
policies.



     NOW, THEREFORE, in consideration of the premises contained herein and of the Indemnitee to
serve the Company directly or, at its request, with another enterprise, and intending to be legally
bound hereby, the parties hereto agree as follows:



     1. Certain Definitions.



          (a) A “Change in Control” shall be deemed to have occurred if:




               (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder (the



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“Exchange Act”), other than (a) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company; (b) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company; or (c) any current beneficial stockholder or group, as defined by Rule 13d-5 of the
Exchange Act, including the heirs, assigns and successors thereof, of beneficial ownership, within
the meaning of Rule 13d-3 of the Exchange Act, of securities possessing more than 50% of the total
combined voting power of the Company’s outstanding securities; hereafter becomes the “beneficial
owner,” as defined in Rule 13d-3 of the Exchange Act, directly or indirectly, of securities of the
Company representing 20% or more of the total combined voting power represented by the Company’s
then outstanding Voting Securities;




               (ii) during any period of two (2) consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company (the “Board”) and any new director
whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then in office who either were directors at
the beginning of the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof; or



               (iii) the stockholders of the Company approve a merger or consolidation of the Company with
any other corporation, other than a merger or consolidation which would result in the Voting
Securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the surviving entity) at
least 80% of the total voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or the stockholders of
the Company approve a plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company, in one transaction or a series of transactions, of all or substantially
all of the Company’s assets.



          (b) “DGCL” shall mean the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended or interpreted; provided, however, that in the case of any
such amendment or interpretation, only to the extent that such amendment or interpretation permits
the Company to provide broader indemnification rights than were permitted prior thereto.




          (c) “Expense” shall mean attorneys’ fees and all other costs, expenses and obligations
paid or incurred in connection with investigating, defending, being a witness in or otherwise
participating in (including on appeal), or preparing for any of the foregoing, any Proceeding
relating to any Indemnifiable Event or establishing or enforcing a right to indemnification under
this Agreement, the DGCL or otherwise.




          (d) “Indemnifiable Event” shall mean any event or occurrence that takes place either
prior to or after the execution of this Agreement, related to the fact that the Indemnitee is or
was a director or officer of the Company, or is or was serving at the request of the Company as a
director, officer, employee, or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit plans, or by reason
of anything done or not done by the Indemnitee in any such capacity.




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          (e) “Potential Change in Control” shall be deemed to occur if (i) the Company enters
into an agreement or arrangement, the consummation of which would result in the occurrence of a
Change in Control; (ii) any person (including the Company) publicly announces an intention to take
or to consider taking actions which, if consummated, would constitute a Change in Control; (iii)
any person (other than a trustee or other fiduciary holding securities under an employee benefit
plan of the Company acting in such capacity or a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company) who is or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 10% or more of the combined voting power of the Company’s then outstanding
Voting Securities, increases his or her beneficial ownership of such securities by 5% or more over
the percentage so owned by such person on the date hereof; or (iv) the Board adopts a resolution to
the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.




          (f) “Proceeding” shall mean any threatened, pending or completed action, suit,
investigation, arbitration, alternative dispute resolution mechanism, hearing, or proceeding, and
any appeal thereof, whether civil, criminal, administrative or investigative and/or any inquiry or
investigation, whether conducted by the Company or any other party, that the Indemnitee in good
faith believes might lead to the institution of any such action.




          (g) “Reviewing Party” shall mean any appropriate person or body consisting of a member
or members of the Company’s Board or any other person or body appointed by the Board (including the
special independent counsel referred to in Section 6) who is not a party to the particular
Proceeding with respect to which the Indemnitee is seeking indemnification.




          (h) “Voting Securities” shall mean any securities of the Company which vote generally
in the election of directors.




     2. Indemnification. In the event the Indemnitee was or is a party to, or is involved in (as a
party, witness, or otherwise) or threatened to be made a party to or witness or participant in, any
Proceeding by reason of (or arising in part out of) an Indemnifiable Event, whether the basis of
the Proceeding is the Indemnitee’s alleged action in an official capacity as a director or officer
or in any other capacity while serving as a director or officer, the Company shall indemnify and
hold harmless the Indemnitee to the fullest extent permitted by the DGCL against any and all
Expenses, liability, and loss (including judgments, fines, ERISA excise taxes or penalties, and
amounts paid or to be paid in settlement, and any interest, assessments, or other charges imposed
thereon, and any federal, state, local, or foreign taxes imposed on any director or officer as a
result of the actual or deemed receipt of any payments under this Agreement) (collectively,
“Liabilities”) reasonably incurred or suffered by such person in connection with such
Proceeding. The Company shall provide indemnification pursuant to this Section 2 as soon as
practicable, but in no event later than thirty (30) days after it receives written demand from the
Indemnitee. Notwithstanding anything in this Agreement to the contrary and except as provided in
Section 5 below, the Indemnitee shall not be entitled to indemnification pursuant to this Agreement
(i) in connection with any Proceeding initiated by the Indemnitee against the Company or any
director or officer of the Company unless the Company has joined in or consented to the initiation
of such Proceeding or any Proceeding brought to establish or enforce a right to indemnification
under this Agreement, any other agreement, any provision of the



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Company’s Certificate of Incorporation or Bylaws, or applicable law, (ii) on account of any
suit in which final judgment, not subject to appeal, is rendered against the Indemnitee pursuant to
Section 16(b) of the Exchange Act for an accounting of profits made from the purchase or sale by
the Indemnitee of securities of the Company, or (iii) if a final decision, not subject to appeal,
by a court having jurisdiction in the matter shall determine that such indemnification is not
lawful.



     3. Advancement of Expenses. The Company shall advance Expenses to the Indemnitee within
thirty (30) business days of such request (an “Expense Advance”); provided, however, that
if required by applicable corporate laws such Expenses shall be advanced only upon delivery to the
Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it is
ultimately determined by a court of competent jurisdiction in a final judgement, not subject to
appeal, that the Indemnitee is not entitled to be indemnified by the Company; and provided further,
that the Company shall make such advances only to the extent permitted by law. The Indemnitee’s
obligation to reimburse the Company for Expense Advances pursuant to this Section 3 shall be
unsecured and no interest shall be charged thereon. Advances shall include any an all Expenses of
Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement
or otherwise, and this right of advancement.



     In the event the Company shall be obligated hereunder to pay the Expenses of any Proceeding,
the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably
approved by the applicable Indemnitee, upon the delivery to such Indemnitee of written notice of
its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee
and the retention of such counsel by the Company, the Company will not be liable to such Indemnitee
under this Agreement for any fees of counsel subsequently incurred by such Indemnitee with respect
to the same Proceeding; provided that, (i) the Indemnitee shall have the right to employ
Indemnitee’s own counsel in any such Proceeding at the Indemnitee’s expense; (ii) the Indemnitee
shall have the right to employ Indemnitee’s own counsel in connection with any such proceeding, at
the expense of the Company, if such counsel serves only in a review, observer, advice and
counseling capacity and does not otherwise materially control or participate in the defense of such
proceeding; and (iii) if either (A) the engagement of counsel by the Indemnitee has been previously
authorized by the Company, (B) such Indemnitee shall have reasonably concluded that there is a
conflict of interest between the Company and such Indemnitee in the conduct of any such defense, or
(C) the Company shall not continue to retain such counsel to defend such Proceeding, then the fees
and expenses of the Indemnitee’s counsel shall be at the expense of the Company.



     4. Review Procedure for Indemnification. Notwithstanding the foregoing, (i) the obligations
of the Company under Sections 2 and 3 above shall be subject to the condition that the Reviewing
Party shall not have determined (in a written opinion, in any case in which the special independent
counsel referred to in Section 6 hereof is involved) that the Indemnitee would not be permitted to
be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense
Advance pursuant to Section 3 above shall be subject to the condition that, if, when and to the
extent that the Reviewing Party determines that the Indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee
(who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided,
however, that if the Indemnitee has commenced legal



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proceedings in a court of competent jurisdiction pursuant to Section 5 below to secure a
determination that the Indemnitee should be indemnified under applicable law, any determination
made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under
applicable law shall not be binding and the Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination is made with respect thereto
(as to which all rights of appeal therefrom have been exhausted or have lapsed). The Indemnitee’s
obligation to reimburse the Company for Expense Advances pursuant to this Section 4 shall be
unsecured and no interest shall be charged thereon. The Reviewing Party shall be selected by the
Board, unless there has been a Change in Control, other than a Change in Control which has been
approved by a majority of the Company’s Board who were directors immediately prior to such Change
in Control, in which case the Reviewing Party shall be the special independent counsel referred to
in Section 6 hereof.



     5. Enforcement of Indemnification Rights. If the Reviewing Party determines that the
Indemnitee substantively would not be permitted to be indemnified in whole or in part under
applicable law, or if the Indemnitee has not otherwise been paid in full pursuant to Sections 2 and
3 above within thirty (30) days after a written demand has been received by the Company, the
Indemnitee shall have the right to commence litigation in any court in the State of Delaware having
subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of
the demand (an “Enforcement Proceeding”) and, if successful in whole or in part, the
Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement
Proceeding. The Company hereby consents to service of process for such Enforcement Proceeding and
to appear in any such Enforcement Proceeding. Any determination by the Reviewing Party otherwise
shall be conclusive and binding on the Company and the Indemnitee.



     6. Change in Control. The Company agrees that if there is a Change in Control of the Company,
other than a Change in Control which has been approved by a majority of the Company’s Board who
were directors immediately prior to such Change in Control, then with respect to all matters
thereafter arising concerning the rights of the Indemnitee to indemnity payments and Expense
Advances under this Agreement or any other agreement or under applicable law or the Company’s
Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for
Indemnifiable Events, the Company shall seek legal advice only from special independent counsel
selected by the Indemnitee and approved by the Company, which approval shall not be unreasonably
withheld. Such special independent counsel shall not have otherwise performed services for the
Company or the Indemnitee, other than in connection with such matters, within the last five (5)
years. Such independent counsel shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in representing either
the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this
Agreement. Such counsel, among other things, shall render its written opinion to the Company and
the Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified
under applicable law. The Company agrees to abide by such opinion and pay the reasonable fees of
the special independent counsel referred to above and to indemnify fully such counsel against any
and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or
relating to this Agreement or the engagement of special independent counsel pursuant to this
Agreement.



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     7. Establishment of Trust. In the event of a Potential Change in Control, the Company shall,
upon written request by the Indemnitee, create a trust (the “Trust”) for the benefit of the
Indemnitee, and from time to time upon written request of the Indemnitee shall fund such Trust, to
the extent permitted by law, in an amount sufficient to satisfy any and all Expenses reasonably
anticipated at the time of each such request to be incurred in connection with investigating,
preparing for and defending any Proceeding relating to an Indemnifiable Event, and any and all
judgments, fines, penalties and settlement amounts of any and all Proceedings relating to an
Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed
to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by the Reviewing Party, in any case in which the special independent
counsel referred to in Section 6 is involved. The terms of the Trust shall provide that upon a
Change in Control (i) the Trust shall not be revoked or the principal thereof invaded, without the
written consent of the Indemnitee, (ii) the trustee of the Trust (the “Trustee”) shall
advance, within ten (10) business days of a request by the Indemnitee, any and all Expenses to the
Indemnitee, to the extent permitted by law, (and the Indemnitee hereby agrees to reimburse the
Trust under the circumstances under which the Indemnitee would be required to reimburse the Company
under Section 4 of this Agreement), (iii) the Trust shall continue to be funded by the Company in
accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the
Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to
this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company
upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case
may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The
Trustee shall be a bank or trust company or other individual or entity chosen by the Indemnitee and
acceptable to and approved of by the Company. Nothing in this Section 7 shall relieve the Company
of any of its obligations under this Agreement. All income earned on the assets held in the Trust
shall be reported as income by the Company for federal, state, local and foreign tax purposes.



     8. Partial Indemnity. If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of the Expenses and Liabilities, but not,
however, for all of the total amount thereof, the Company shall nevertheless indemnify the
Indemnitee for the portion thereof to which the Indemnitee is entitled. Moreover, notwithstanding
any other provision of this Agreement, to the extent that the Indemnitee has been successful on the
merits or otherwise in defense of any or all Proceedings relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein, including dismissal without
prejudice, the Indemnitee shall be indemnified against all Expenses incurred in connection
therewith. In connection with any determination by the Reviewing Party or otherwise as to whether
the Indemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company
to establish that the Indemnitee is not so entitled.



     9. Non-exclusivity. The rights of the Indemnitee hereunder shall be in addition to any other
rights the Indemnitee may have under any statute, provision of the Company’s Certificate of
Incorporation or Bylaws, vote of stockholders or disinterested directors or otherwise, both as to
action in an official capacity and as to action in another capacity while holding such office. To
the extent that a change in the DGCL permits greater indemnification by agreement than would be
afforded currently under the Company’s Certificate of Incorporation



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and Bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change.



     10. Liability Insurance. To the extent the Company maintains an insurance policy or policies
providing directors’ and officers’ liability insurance, the Indemnitee shall be covered by such
policy or policies, in accordance with its or their terms, to the maximum extent of the coverage
available for any director or officer of the Company.



     11. Settlement of Proceedings. The Company shall not be liable to indemnify the Indemnitee
under this Agreement (a) for any amounts paid in settlement of any action or claim effected without
the Company’s written consent, which consent shall not be unreasonably withheld; or (b) for any
judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to
participate in the defense of such action.



     12. No Presumption. For purposes of this Agreement, to the fullest extent permitted by law,
the termination of any Proceeding, action, suit or claim, by judgment, order, settlement (whether
with or without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that the Indemnitee did not meet any particular standard
of conduct or have any particular belief or that a court has determined that indemnification is not
permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made
a determination as to whether Indemnitee has met any particular standard of conduct or had any
particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met
such standard of conduct or did not have such belief, prior to the commencement of legal
proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified
under applicable law, shall be a defense to Indemnitee’s claim or create a presumption that
Indemnitee has not met any particular standard of conduct or did not have any particular belief.
In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee
is entitled to be indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.



     13. Period of Limitations. No legal action shall be brought and no cause of action shall be
asserted by or on behalf of the Company or any affiliate of the Company against the Indemnitee, the
Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of
two (2) years from the date of accrual of such cause of action, or such longer period as may be
required by state law under the circumstances, and any claim or cause of action of the Company or
its affiliate shall be extinguished and deemed released unless asserted by the timely filing of a
legal action within such period; provided, however, that if any shorter period of limitations is
otherwise applicable to any such cause of action, such shorter period shall govern.



     14. Consent and Waiver by Third Parties. The Indemnitee hereby represents and warrants that
he or she has obtained all waivers and/or consents from third parties which are necessary for his
or her employment with, or provision of services to, the Company on the terms and conditions set
forth herein and to execute and perform this Agreement without being in conflict with any other
agreement, obligation or understanding with any such third party. The Indemnitee represents that
he or she is not bound by any agreement or any other existing or previous business relationship
which conflicts with, or may conflict with, the performance of his



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or her obligations hereunder or prevent the full performance of his or her duties and
obligations hereunder.



     15. Amendment of this Agreement. No supplement, modification or amendment of this Agreement
shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as
specifically provided herein, no failure to exercise or any delay in exercising any right or remedy
hereunder shall constitute a waiver thereof.



     16. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who
shall execute all papers required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.



     17. No Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment in connection with any claim made against Indemnitee to the extent the Indemnitee has
otherwise actually received payment (under any insurance policy, Bylaw, vote, agreement or
otherwise) of the amounts otherwise indemnifiable hereunder.



     18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors, heirs, executors, administrators
and assigns, including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives. The Company shall require and cause any successor (whether
direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a
substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless of whether the
Indemnitee continues to serve as a director or officer of the Company or of any other enterprise at
the Company’s request.



     19. Severability. The provisions of this Agreement shall be severable in the event that any
of the provisions hereof (including any provision within a single section, paragraph or sentence)
is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and
the remaining provisions shall remain enforceable to the fullest extent permitted by law.
Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.



     20. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware applicable to contracts made and to be performed
in such State without giving effect to the principles of conflicts of laws.



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     21. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     22. No Construction as Employment Agreement. Nothing contained in this Agreement shall be
construed as giving Indemnitee any right to be employed by or retained in the employ of the Company
or any of its subsidiaries.



     23. Cooperation by Indemnitee. Indemnitee shall give the Company notice as soon as
practicable of any Proceeding made against Indemnitee for which indemnification will or could be
sought under this Agreement. Notice to the Company shall be in accordance with Section 25.



     24. Notice to Insurers. If, at the time of the receipt by the Company of a notice of a
Proceeding from Indemnitee, the Company has liability insurance in effect which may cover such
Proceeding, the Company shall give prompt written notice of the commencement of such Proceeding to
the insurers in accordance with the procedures set forth in each of the policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of
Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or
investigation in accordance with the terms of such policies.



     25. Notices. All notices, demands, and other communications required or permitted hereunder
shall be made in writing and shall be deemed to have been duly given if delivered by hand, against
receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and
addressed to the Company at:


Sourcefire, Inc.

9770 Patuxent Woods Drive

Columbia, Maryland 21046

Attention: General Counsel and Chief Financial Officer




     and to the Indemnitee at:



			
	 	 	 
	 	 	 
	 	 	 
	 	 	 



     Notice of change of address shall be effective only when done in accordance with this Section.
All notices complying with this Section shall be deemed to have been received on the date of
delivery or on the third business day after mailing.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of
the day first set forth above.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	THE COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	SOURCEFIRE, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INDEMNITEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 	 	 






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