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Exhibit 10.3
   Sourcefire, Inc.   Executive Retention Plan




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Sourcefire, Inc. Executive Retention Plan
 Table of Contents
 PageARTICLE 1 ADOPTION AND NATURE OF PLAN
    
    
    11.1 Adoption of Plan
    
    
    11.2 Nature of Plan
    
    
    1ARTICLE 2 DEFINED TERMS
    
    
    1ARTICLE 3 ELIGIBILITY TO PARTICIPATE
    
    
    43.1 Notice of Eligibility; Participation Agreement
    
    
    4ARTICLE 4 RETENTION BENEFITS
    
    
    54.1 Eligibility for Retention Benefits
    
    
    54.2 Accrued and Unpaid Amounts
    
    
    54.3 Retention Benefits
    
    
    54.4 Loss of Eligibility
    
    
    6ARTICLE 5 GOLDEN PARACHUTE PROVISIONS
    
    
    75.1 Best Payments Determination
    
    
    7ARTICLE 6 PLAN ADMINISTRATION; AMENDMENT AND TERMINATION
    
    
    86.1 Administration of Plan
    
    
    86.2 Amendment and Termination
    
    
    86.3 ERISA Limitations
    
    
    96.4 Claims and Appeals Procedures
    
    
    9ARTICLE 7 MISCELLANEOUS PROVISIONS
    
    
    117.1 Tax Withholding
    
    
    117.2 Section 409A Compliance
    
    
    117.3 Waiver of Other Benefits; Non-Duplication
    
    
    117.4 Coordination with Mandated Benefits
    
    
    127.5 Non-Assignability
    
    
    127.6 Facility of Payment
    
    
    127.7 Assumption by Successor
    
    
    127.8 Effect on Other Plans
    
    
    137.9 Voluntary Plan/No Alteration of Employment-At-Will Status
    
    
    13
 -i-




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Sourcefire, Inc. Executive Retention Plan
 Table of Contents
 Page7.10 Source of Payments
    
    
    137.11 No Rights Created or Accrued
    
    
    137.12 Controlling Law
    
    
    137.13 Additional Plan Information
    
    
    15
 Exhibit A
 Exhibit B
 -ii-




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Executive Retention Plan
 Sourcefire, Inc. Executive Retention Plan
  ARTICLE 1
 ADOPTION AND NATURE OF PLAN
 Adoption of Plan Plan Company
 Nature of Plan
 ERISA
  Code
 ARTICLE 2
 DEFINED TERMS
 Base Salary
 Page 1 of 16




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Executive Retention Plan
  Benefit Period
 Cause nolo
contendere NDA
 COBRA
 Code
 Company
 Disabled Disability
 Page 2 of 16




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Executive Retention Plan
 Eligible Executive
 ERISA
 Good Reason
 Notice of Eligibility
 Participant
 Participation Agreement
 Plan
 Qualifying Termination
   Release Exhibit A
 Page 3 of 16




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Executive Retention Plan
 Retention Benefits
 Termination Date
 Termination of Employment Terminated Terminates
 ARTICLE 3
 ELIGIBILITY TO PARTICIPATE
 Notice of Eligibility; Participation Agreement Eligible Executives Exhibit
B
 Page 4 of 16




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Executive Retention Plan
 ARTICLE 4
 RETENTION BENEFITS
 Eligibility for Retention Benefits
 Accrued and Unpaid Amounts
 Retention Benefits
 Salary Continuation Benefits
 Continued Welfare Benefits
 Page 5 of 16




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Executive Retention Plan
  Accelerated Vesting of Equity Awards
    Loss of Eligibility
 Failure to Provide Effective Release
 Alternative Employment
 Violation of Non-Disclosure, Non-Competition, or Non-Solicitation Requirements
 Page 6 of 16




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Executive Retention Plan
  Non-Qualifying Termination
 ARTICLE 5
 GOLDEN PARACHUTE PROVISIONS
 Best Payments Determination Original Payments Excise
Tax
 Page 7 of 16




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Executive Retention Plan
  ARTICLE 6
 PLAN ADMINISTRATION; AMENDMENT AND TERMINATION
 Administration of Plan
 Amendment and Termination
 Page 8 of 16




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Executive Retention Plan
 ERISA Limitations
    Claims and Appeals Procedures
 Claims Procedures
 Submission of Claims
 Contents of Notice of Claims Denial
 Timing of Delivery of Notice of Denial
 Page 9 of 16




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Executive Retention Plan
  Appeal Procedures
 Request for Review
 Determination of Appeal
 Timing of Decision on Review
 Procedural Requirements
 Page 10 of 16




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Executive Retention Plan
 ARTICLE 7
 MISCELLANEOUS PROVISIONS
 Tax Withholding
 Section 409A Compliance
  Deferred Commencement Date for Specified Employees
 Waiver of Other Benefits; Non-Duplication
 Page 11 of 16




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Executive Retention Plan
 Executive Plan
 Coordination with Mandated Benefits WARN
 Non-Assignability
 Facility of Payment
 Assumption by Successor
 Page 12 of 16




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Executive Retention Plan
  Effect on Other Plans
 Voluntary Plan/No Alteration of Employment-At-Will Status
 Source of Payments
 No Rights Created or Accrued
 Controlling Law
 Page 13 of 16




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Executive Retention Plan
 Remainder of page intentionally blank
 Page 14 of 16




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Executive Retention Plan
 Additional Plan Information
 Plan Name:
    
    Sourcefire, Inc. Executive Retention PlanType of Plan:
    
    Unfunded welfare benefit planPlan Sponsor:
    
    Sourcefire, Inc.Identification Numbers:
    
    EIN: 52-228965PLAN NUMBER: 505Plan Year:
    
    January 1  December 31The initial Plan Year will commence on March 31,
2008 and end on December 31, 2008. The final Plan
Year will commence on January 1, 2010 and end on
December 31, 2010.Plan Administrator:
    
    The Compensation Committee of the Board of DirectorsSourcefire, Inc.9770 Patuxent Woods Dr.Columbia, MD 21046-1526Agent for Service of
    
    Sourcefire, Inc.Legal Process:
    
    9770 Patuxent Woods Dr.Columbia, MD 21046-1526Attn: General CounselFunding Mechanism:
    
    Unfunded plan; retention benefits are paid out of
the Companys general assets.
 Page 15 of 16




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Executive Retention Plan
 STATEMENT OF ERISA RIGHTS
 ERISA
    END OF PLAN
 Page 16 of 16




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Sourcefire, Inc. Executive Retention Plan
 Exhibit A  Form of Separation and Release Agreement
 Release Agreement Participant Company
 Date of Termination
 Plan
 Participation Agreement
   Exhibit APage 1 of 9




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th Treasury
Regulation
  Exhibit APage 2 of 9




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Releasees
 Exhibit APage 3 of 9




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ADEA
 twenty-one (21) or forty-five (45) Note: the 45-day
 Exhibit APage 4 of 9




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consideration period applies when the waiver is requested as part of an exit incentive or
other employment termination program offered to a group of employees  a group is 2. Otherwise,
the consideration period is 21 days. ] Exhibit B include Exhibit B if part of
a group termination
 NDA Exhibit A
 Exhibit APage 5 of 9




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Exhibit APage 6 of 9




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PLEASE READ CAREFULLY. THIS
AGREEMENT AND GENERAL RELEASE INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
 Dated:
    
    
    
    
    
    PARTICIPANTDated:
    
    
    
    
    
    SOURCEFIRE, INC.By:Name:Title:
 Exhibit APage 7 of 9




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Sourcefire, Inc. Executive Retention Plan
 EXHIBIT A TO FORM OF SEPARATION AND RELEASE AGREEMENT
 EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS,
AND NON-COMPETITION AGREEMENT
 [SEE ATTACHED]
 Exhibit APage 8 of 9




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Sourcefire, Inc. Executive Retention Plan
 EXHIBIT B TO FORM OF SEPARATION AND RELEASE AGREEMENT
 DISCLOSURE UNDER TITLE 29 U.S. CODE SECTION 626(f)(1)(H)
 Confidentiality Provision:
    
    The information contained in this document is private and confidential.
You may not disclose this information to anyone except your professional advisors.
 1.
    
    Participants of the Sourcefire, Inc. Executive Retention Plan are eligible, subject to
certain conditions, to receive a severance package.2.
    
    You and all others receiving this disclosure will have forty-five (45) days to review the
terms and conditions of the severance package.
 Selected for [DATE] Termination
    
    Not Selected for [DATE]of Employment
    
    Termination of EmploymentAge
    
    Position
    
    Number
    
    Age
    
    Position
    
    Number1111111
 Exhibit APage 9 of 9




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Sourcefire, Inc. Executive Retention Plan
 Exhibit B  Form of Notice of Eligibility/Participation Agreement
  Plan
  
    
    that you have received and reviewed a copy of the Plan;
    
    that terms not defined in this letter but beginning with initial capital letters
shall have the meaning assigned to them in the Plan;
    
    that your participation in the Plan requires that you agree irrevocably and
voluntarily to the terms of the Plan and the terms set forth below; and
    
    that you have had the opportunity to carefully evaluate this opportunity, and desire
to participate in the Plan according to the terms and conditions set forth herein.
  the parties
  Salary Continuation Benefits
 Exhibit BPage 1 of 4




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COBRA Subsidy
 Acceleration of Equity Awards
 Loss of Eligibility
 
    
    Failure to Provide an Effective Release. As a condition of receiving
any Retention Benefits pursuant to the Plan and this Participation Agreement, you
must execute and not revoke a Release supplied by the Company. Payments of
Retention Benefits will not commence until your Release has become effective and
irrevocable.
    
    Alternative Employment. If, subsequent to the commencement of Retention
Benefits, you secure alternative employment, your right to Company-subsidized COBRA
premiums will end but, subject to the terms of the Plan and your Notice of
Eligibility, you will remain eligible to receive salary continuation benefits.
    
    Violation of Certain Obligations. If, subsequent to the commencement of
Retention Benefits, you violate the continuing non-disclosure, non-competition, or
non-solicitation provisions applicable to you under an agreement with the Company,
your right to continuing salary continuation benefits and Company-
 Exhibit BPage 2 of 4




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subsidized COBRA premiums will end, and the Company will be entitled to recover any
prior payments made to you and to exercise any other rights and remedies it may have
under the terms of the applicable agreement.
    
    Non-Qualifying Termination. If your employment with the Company ends in
circumstances that are not a Qualifying Termination (for example, you are
terminated by the Company for Cause or you voluntarily resign without Good Reason),
you will not be entitled to receive any Retention Benefits under the Plan.
 Waiver of Other Benefits; Non-Duplication Executive Plan
 Tax Compliance
  Exhibit BPage 3 of 4




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Severability of Provisions
 Acknowledgment
  SOURCEFIRE, INC., a Delaware corporationBy:Title:Company
 Accepted and Agreed this ____ day of _________________, 2008.SIGNED:Participant
 Exhibit BPage 4 of 4