exv10w3






Exhibit 10.3




Sourcefire

9770 Patuxent Woods Drive

Columbia, MD 21046

410-423-1900




September 24, 2008




WSR, LLC

Attention: Mr. E. Wayne Jackson, III




Dear Wayne:




     This letter agreement (“Agreement”) sets forth the mutual agreement between Sourcefire, Inc.
(“Sourcefire”) and WSR, LLC (“You”) with respect to the matters described below.



          1. Engagement. Sourcefire hereby engages You, and You hereby accept such engagement (the
“Engagement”) to perform such consulting and advisory services as may be requested from time to
time by me as Chief Executive Officer (“CEO”) of Sourcefire. Among the services initially
requested, You will: (i) provide advice and counsel to me regarding my duties and responsibilities
as CEO; (ii) provide advice and counsel with respect to Sourcefire’s investor relations activities
and corporate strategy; and (iii) provide advice and counsel with respect to Sourcefire’s employee
relations. In providing such services, we will agree on the appropriate work schedule necessary to
accomplish the requested services and desired results. You acknowledge that you are an independent
contractor for all purposes and that You will control the means, methods, time, resources, and
manner required to perform the services requested from time to time. You agree to treat all
payments made to You hereunder as payments received by an independent contractor for all tax
purposes and to pay any and all taxes payable in connection with your engagement hereunder,
including, without limitation, all applicable income and self employment taxes.




          2. Compensation. In consideration of the consulting services to be rendered by You hereunder,
and in consideration of Your covenants and agreements herein contained, Sourcefire hereby agrees to
pay to You, for each month (or partial month) during the term of this Engagement, a consulting fee
of $10,000. Payments made hereunder shall be paid on the last day of each month during the term
hereof.




          3. Term. Your Engagement hereunder shall commence on October 1, 2008 and end on September 30,
2009, unless earlier terminated upon (i) your death, (ii) your Disability, (iii) your material
breach of that certain Amended and Restated Assignment of Inventions, Non-Disclosure,
Non-Solicitation and Non-Competition Agreement with Sourcefire (the “NDA”), or (iv) upon receipt by
either party of forty-five (45) days’ advance written notice from the other party. For purposes of
this Agreement, we agree that the term “Disability” shall have the same meanings as under the
Sourcefire 2007 Stock Incentive Plan and that the terms and existence of this Agreement and Your
Engagement shall be deemed “Confidential Information” under the NDA.




 









 





Mr. Jackson

September 24, 2008

Page 2 of 2




          4. General. All notices or other communications required or permitted hereunder or necessary
and convenient in connection herewith shall be in writing and delivered in person or by express
delivery service or postage prepaid first class mail, return receipt requested, to the addresses of
record first stated above, or to such other addresses as you or Sourcefire may designate by notice
to the other. This Agreement and that certain NDA set forth the entire agreement of Sourcefire and
You with respect to the subject matter hereof and may not be changed or amended except upon written
amendment executed by each of Sourcefire and You. This Agreement is to be governed under the
internal laws of the State of Maryland without regard to its choice of law provisions.




          If the terms of this Agreement are acceptable, please sign below and return to my attention.




	 	 	 	 	 
	 	Very truly yours,



SOURCEFIRE, INC.

 	 
	 	By:  	/s/ John C. Burris
 	 
	 	 	John C. Burris 	 
	 	 	Title:  	Chief Executive Officer 	 
	 	 	Date:  	September 24, 2008 	 
	 



	 	 	 	 	 
	AGREED TO AND ACCEPTED:



WSR, LLC

 	 	 
	By:  	/s/ E. Wayne Jackson III
 	 	 
	 	E. Wayne Jackson, III 	 	 
	 	Title:  	Chief Executive Officer 	 	 
	 	Date:  	September __, 2008