**Exhibit 10.1*** ***EXECUTIVE AGREEMENT**     **THIS EXECUTIVE AGREEMENT**(this “Agreement”) is made effective as of the 4th day of September,2007, by and between Sourcefire, Inc., a Delaware corporation (the “Company”), and Douglas McNitt(the “Executive”).     **WHEREAS**, the Executive and the Company wish to memorialize the terms of the Executive’semployment with the Company;     **WHEREAS**, the Company anticipates that the Executive’s contribution to the growth and successof the Company will be substantial;     **WHEREAS**, the Company and the Executive desire to provide for certain arrangements in the eventthat the Executive’s employment with the Company is terminated under certain circumstances; and     **WHEREAS**, the Company and the Executive desire to enter into this Agreement on the terms andconditions set forth below.     **NOW, THEREFORE**, in consideration of the promises and the respective covenants and agreementsof the parties herein contained, and of the employment of the Executive by the Company, the partieshereto, intending to be legally bound, do hereby agree as follows:     1. Definitions. For purposes of this Agreement:          (a) “Board” means the Board of Directors of the Company.          (b) “Cause” shall mean the Executive’s (i) theft, fraud, material dishonesty or grossnegligence in the conduct of the Company’s business, (ii) continuing neglect of the Executive’sduties and responsibilities that has a material adverse effect on the Company, (iii) engaging inpersonal conduct that would constitute grounds for liability for sexual harassment ordiscrimination (as proscribed by the U.S. Equal Employment Opportunity Commission Guidelines or anyother applicable state or local regulatory body), (iv) conviction of, or plea of guilty or *nolocontendere*to, a felony (other than a violation of traffic or motor vehicle laws), or (v) a willfuland continued material breach by the Executive of this Agreement or the NDA that has a materialadverse effect on the Company; provided, however, that for purposes of this Agreement, anypurported termination of the Executive’s employment by the Company shall be presumed to be otherthan for Cause, unless (A) the Company first provides written notice to the Executive that includesa statement either that the Chief Executive Officer or that the Board of Directors has determinedthat “Cause” exists, and a statement of the particulars of such conduct, and (B) the Executive hasbeen provided a period of at least thirty (30) days after receipt of the Company’s notice duringwhich to cure, rescind or otherwise remedy the actions, events, or circumstances described in theCompany’s notice to the extent they are based on Sections 1(b)(ii), (iii) or (v) above.          (c) “Good Reason” shall mean (i) a decrease in the Executive’s base salary, (ii) a materialreduction or material adverse change in the Executive’s authority, duties, job responsibilities orreporting structure, including, without limitation, the Executive ceasing to report directly to theChief Executive Officer, (iii) a geographic relocation of the Executive without the Executive’sconsent more than thirty (30) miles from the current location of the Executive’s office as of thedate hereof, or (iv) a willful and continued material breach by the Company of this Agreement orthe “Equity Compensation” section of the Offer Letter that has a material adverse effect on theExecutive; provided, however, that for purposes of this Agreement, any purportedtermination of the Executive’s employment by the Executive shall be presumed to be other than forGood Reason, unless the Executive first provides written notice to the Company within ninety (90)days following the effective
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date of such event, and the Company has been provided a period of at least thirty (30) daysafter receipt of the Executive’s notice during which to cure, rescind or otherwise remedy theactions, events, or circumstances described in the Executive’s notice, and the Executive hasterminated his employment with the Company no later than one hundred twenty (120) days after thedate of the Executive’s Notice of Termination.          (d) A “Change in Control” shall be deemed to have occurred upon (A) the direct or indirectacquisition by any person or related group of persons (other than an acquisition from or by theCompany or by a Company-sponsored employee benefit plan or by a person that directly or indirectlycontrols, is controlled by, or is under common control with, the Company) of beneficial ownership(within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the“Exchange Act”)) of securities possessing more than fifty percent (50%) of the total combinedvoting power of the Company’s outstanding securities pursuant to a tender or exchange offer madedirectly to the Company’s stockholders which a majority of the Continuing Directors who are notAffiliates or Associates of the offeror do not recommend such stockholders accept, or (B) a changein the composition of the Board over a period of twelve (12) months or less such that a majority ofthe Board members (rounded up to the next whole number) ceases, by reason of one or more contestedelections for Board membership, to be comprised of individuals who are Continuing Directors. Asused herein, “Continuing Directors” means members of the Board who either (i) have been Boardmembers continuously for a period of at least twelve (12) months or (ii) have been Board membersfor less than twelve (12) months and were elected or nominated for election as Board members by atleast a majority of the Board members described in clause (i) who were still in office at the timesuch election or nomination was approved by the Board. As used herein, “Affiliate” and “Associate”shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under theExchange Act.          (e) A “Corporate Transaction” shall be deemed to have occurred upon the consummation of any ofthe following: (i) 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 Companyis incorporated; (ii) the sale, transfer or other disposition of all or substantially all of theassets of the Company; (iii) the complete liquidation or dissolution of the Company; (iv) anyreverse merger or series of related transactions culminating in a reverse merger (including, butnot limited to, a tender offer followed by a reverse merger) in which the Company is the survivingentity but (A) the shares of Company Common Stock outstanding immediately prior to such merger areconverted or exchanged by virtue of the merger into other property, whether in the form ofsecurities, cash or otherwise, or (B) in which securities possessing more than forty percent (40%)of the total combined voting power of the Company’s outstanding securities are transferred to aperson or persons different from those who held such securities immediately prior to such merger orthe initial transaction culminating in such merger; or (v) acquisition in a single or series ofrelated transactions by any person or related group of persons (other than the Company or by aCompany-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combinedvoting power of the Company’s outstanding securities.          (f) The “Date of Termination” with respect to any purported termination of the Executive’semployment means the date specified as such in the Notice of Termination. In the case oftermination of the Executive’s employment by the Company for Cause, the Date of Termination shallbe a date not less than seven (7) days from the date the Notice of Termination is given by theCompany. In the case of termination of the Executive’s employment by the Company other than forCause or by the Executive for any reason, the Date of Termination shall be a date not less thanthirty (30) days from the date the Notice of Termination is given by the Company or the Executive,as the case may be.
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          (g) “Notice of Termination” means a written notice of termination of employment by theterminating party, which notice shall specify a Date of Termination and the particular facts andcircumstances of such termination, including the existence of Cause, Good Reason or PermanentDisability.          (h) “Offer Letter” means that certain letter agreement, dated as of August 10, 2007, by andbetween the Company and the Executive.          (i) “Permanent Disability” shall be deemed to exist upon the Executive’s inability, due tophysical or mental ill health, to perform the essential functions of his job, with a reasonableaccommodation, for a period in excess of one hundred twenty (120) consecutive days or in excess ofone hundred eighty (180) days in any consecutive twelve (12) month period. In the event of anydispute concerning the Permanent Disability of the Executive, the Executive shall submit to aphysical and/or psychological examination by a licensed physician mutually satisfactory to theCompany and the Executive, the cost of such examination to be paid by the Company, and thedetermination of such physician shall be determinative.     2. Termination of Employment.          (a) The Executive’s employment may be terminated at any time by the Company, with or withoutCause, by delivery of a Notice of Termination to the Executive. The Executive’s employment may beterminated at any time by the Executive, with or without Good Reason, by delivery of a Notice ofTermination to the Company.          (b) In the event the Company terminates the Executive’s employment without Cause, or in theevent the Executive terminates the Executive’s employment for Good Reason, then the Company shall,subject to Section 2(g) hereof, (w) pay the Executive’s base salary through the date of suchtermination (including all accrued and unpaid leave time), any earned but unpaid bonuses as of thedate of such termination (to the extent that such earned but unpaid bonuses have been approved bythe Board or any committee of the Board with appropriate authority), reimbursement of expenses, andany other payments required by applicable law (collectively, the “Accrued Amounts”) within ten (10)business days following the Date of Termination, (x) continue to pay to the Executive theExecutive’s base salary in effect immediately prior to the occurrence of the circumstance givingrise to the Notice of Termination given in respect thereof through the date that is six (6) monthsafter the Date of Termination, (y) pay to the Executive, on a monthly basis ratably over a periodof six (6) months after the Date of Termination, an amount equal to fifty percent (50%) of themaximum bonus or incentive compensation amount for which the Executive is eligible pursuant to anybonus or incentive compensation plan, calculated based upon the bonus period in which the Date ofTermination falls and annualized to the extent that such bonus period does not reflect a twelve(12) month period, and (z) continue to administer and pay for the Executive’s accident and healthinsurance benefits (substantially similar to those which the Executive is receiving immediatelyprior to the occurrence of the circumstance giving rise to the Notice of Termination) until thedate that is six (6) months after the Date of Termination.          (c) If there is a Change in Control or Corporate Transaction of the Company (in either case, a“Fundamental Event”) or there has been a public announcement of a Fundamental Event(provided, however, that consummation of the Fundamental Event shall be a conditionprecedent to the effectiveness of this provision) and at any time after it is announced untilwithin one (1) year after the consummation of the Fundamental Event (i) the Company terminates theExecutive’s employment without Cause, or (ii) the Executive terminates the Executive’s employmentfor Good Reason, then the Company shall, subject to Section 2(g) hereof, (x) pay any and allAccrued Amounts within ten (10) business days following the Date of Termination, (y) pay to theExecutive, in a lump sum in cash within ten (10) business days after the date on which theExecutive executes the general release described in Section 2(i) without revocation, an amountequal to the sum of (A) the Executive’s base
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salary in effect immediately prior to the occurrence of the circumstance giving rise to theNotice of Termination given in respect thereof and (B) the maximum bonus or incentive compensationamount for which the Executive is eligible pursuant to any bonus or incentive compensation plan,calculated based upon the bonus period in which the Date of Termination falls and annualized to theextent that such bonus period does not reflect a twelve (12) month period, and (z) continue toadminister and pay for the Executive’s accident and health insurance benefits (substantiallysimilar to those which the Executive is receiving immediately prior to the occurrence of thecircumstance giving rise to the Notice of Termination) until the first anniversary of the Date ofTermination.          (d) In the event of the death of the Executive, this Agreement shall terminate and shall be ofno further force or effect, the Executive shall be treated for purposes of this Agreement as if theExecutive had terminated his employment without Good Reason, and the Company shall have only thoseobligations hereunder set forth in Section 2(f); provided, however, that theCompany shall pay any and all Accrued Amounts to the Executive’s estate; and, providedfurther, that the death of the Executive after the Company’s receipt of a Notice of Terminationby the Executive for Good Reason shall not in any way affect any obligations of the Companypursuant to Section 2(b) or Section 2(c) hereof which exist at the time of such death.          (e) In the event of the Permanent Disability of the Executive, the Company may terminate theExecutive’s employment by delivery of a Notice of Termination to the Executive (or the Executive’spersonal or legal representatives, executors, heirs, distributees, devisees and legatees, asapplicable). Upon the effectiveness of such termination, this Agreement shall terminate and shallbe of no further force or effect, the Executive shall be treated for purposes of this Agreement asif the Executive had terminated his employment without Good Reason, and the Company shall have onlythose obligations hereunder set forth in Section 2(f); provided,however, that thePermanent Disability of the Executive after the Company’s receipt of a Notice of Termination by theExecutive for Good Reason shall not in any way affect any obligations of the Company pursuant toSection 2(b) or Section 2(c) hereof which exist at the time of such Permanent Disability.          (f) In the event the Company terminates the Executive’s employment for Cause, or in the eventthe Executive terminates the Executive’s employment without Good Reason, the Company shall pay tothe Executive any and all Accrued Amounts, and the Company shall not have any further liability orobligation hereunder to the Executive; provided,however, that the termination ofthe Executive’s employment for Cause or without Good Reason after the Company’s receipt of a Noticeof Termination shall not in any way affect any obligations of the Company pursuant to Section 2(b)or Section 2(c) hereof which exist at the time of such termination.          (g) Notwithstanding anything to the contrary in this Agreement, if any benefit or amountpayable to the Executive under this Agreement on account of the Executive’s termination ofemployment constitutes a “deferral of compensation” within the meaning of United States TreasuryRegulation (“Treasury Regulation”) Section 1.409A-1(b) and after application of the exemptionsprovided in Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)) (“DeferredCompensation”), the payment of such Deferred Compensation shall, except as otherwise provided inthis paragraph, commence when the Executive incurs a Separation from Service (as defined below).However, if on the date of the Executive’s Separation from Service (as defined below), theExecutive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Codeof 1986, as amended (the “Code”), any Deferred Compensation payable under this Agreement on accountof the Executive’s Separation from Service and within the first six (6) months following theExecutive’s Separation from Service, shall instead be paid in a lump sum on the first business dayof the seventh (7th) month following the Executive’s Separation from Service. Each payment ofDeferred Compensation shall be considered a separate payment for purposes of Treasury RegulationSections 1.409A-1(b)(4) and 1.409A-2(b)(2).  For purposes of this Agreement, “Separation fromService” shall have the meaning set forth in Treasury Regulation Section 1.409A-1(h), such that theExecutive will
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be considered to have experienced a separation from service if the Company and the Executivereasonably anticipate that the Executive shall perform no further services for the Company (whetheras an employee or an independent contractor) or that the level of bona fide services the Executivewill perform in the future (whether as an employee or an independent contractor) will permanentlydecrease to no more than 49 percent of the average level of bona fide services performed by theExecutive (whether as an employee or independent contractor) over the immediately preceding36-month period.          (h) Upon termination of the Executive’s employment for any reason, the Executive shall beentitled to elect to continue to receive health insurance benefits under COBRA for up to eighteen(18) months, provided that such continuation of benefits shall be at the Executive’s expense exceptto the extent that the Company is obligated to pay for such continuation of benefits pursuant toSections 2(b) or 2(c).          (i) The obligation of the Company to pay any amount specified in Section 2(b)(x), (y) and (z)or Section 2(c)(y) and (z) is conditioned upon the Executive’s execution of a full general releasein favor of the Company in substantially the form attached as Attachment I; provided,however, that nothing in this Agreement shall impair the Executive’s rights toindemnification under any indemnification agreement(s) between the Executive and the Company, anyrights to and claims for indemnification or as an insured under any directors and officersliability insurance policy in connection with the Executive’s service as an officer, employee oragent of the Company or any of its subsidiaries or affiliates, under their respective certificatesof incorporation and by-laws, or otherwise as provided by law.     3. Successors; Binding Agreement. This Agreement and all rights of the Executivehereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees and legatees.If the Executive should die while any amounts would still be payable to the Executive hereunder ifthe Executive had continued to live, all such amounts, unless otherwise provided herein, shall bepaid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or otherdesignee or, if there be no such designee, to the Executive’s estate.     4. Notice. For the purposes of this Agreement, notices, demands and all othercommunications provided for in this Agreement shall be in writing and shall be deemed to have beenduly given when delivered by hand delivery or via reputable overnight delivery service, or (unlessotherwise specified) mailed by United States registered mail, return receipt requested, postageprepaid, addressed, if to the Executive, to the Executive’s home address as it appears on therecords of the Company, and if to the Company, to the attention of the Chief Executive Officer atthe Company’s executive headquarters, or to such other address as either party may have furnishedto the other in writing in accordance herewith, except that notices of change of address shall beeffective only upon receipt.     5. Prior Agreement. All prior agreements between the Company and the Executive withrespect to the subject matter hereof, other than the Offer Letter and the IndemnificationAgreement, the NDA and the Restricted Stock Agreements (each as defined in the Offer Letter), arehereby superseded and terminated effective as of the date hereof and shall be without further forceor effect. This Agreement, the Offer Letter, the Indemnification Agreement, the NDA and theRestricted Stock Agreements are intended to be, and shall be, a complete integration of all prioragreements and discussions between the Company and the Executive with respect to the subject matterhereof and thereof. It is a condition of the Executive’s employment with the Company that theExecutive executes this Agreement and the other agreements described in the Offer Letter.
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     6. Employment of Executive.          (a) The Executive agrees to serve in an executive capacity and to undertake and perform theduties and responsibilities described in the Company’s by-laws, as amended from time to time,together with such other duties as may, from time to time, be assigned, altered or modified by theCompany’s Chief Executive Officer or the Board. The Executive shall report directly to theCompany’s Chief Executive Officer.          (b) During the term hereof, the Executive shall devote his best efforts and full professionaltime and attention to the business of the Company. Except with the prior written consent of theCompany’s Chief Executive Officer or the Board, the Executive shall not, during the term hereof,undertake or engage in any other employment, occupation or business enterprise. Notwithstandingthe foregoing, the Executive may at any time (i) engage in charitable activities, (ii) serve oncorporate, advisory, civic or charitable boards or committees, (iii) manage personal or familyinvestments, or (iv) deliver lectures and teach at educational institutions, so long as suchactivities do not adversely affect the Executive’s performance of his duties hereunder, and suchdetermination shall be made at the discretion of the Company’s Chief Executive Officer or theBoard.          (c) Nothing in this Agreement shall be construed as constituting a commitment, guarantee,agreement or understanding of any kind or nature that the Company shall continue to employ theExecutive, nor shall this Agreement affect in any way the right of the Company to terminate theemployment of the Executive at any time and for any reason. By the Executive’s execution of thisAgreement, the Executive acknowledges and agrees that the Executive’s employment is “at will.” Nochange of the Executive’s duties as an employee of the Company shall result in, or be deemed to be,a modification of any of the terms of this Agreement.     7. Counsel Fees.          (a) The Company shall reimburse the Executive for all reasonable legal fees and expensesincurred by the Executive in seeking in good faith to obtain or enforce any benefit or rightprovided by this Agreement in connection with (i) any tax and accounting matters arising from thetermination of the Executive’s employment hereunder, including but not limited to determinationsmade under Section 2(g) hereof, or (ii) the Executive’s entitlement to payments pursuant toSection 2(c). Undisputed reimbursement payments shall be made within thirty (30) days afterdelivery of the Executive’s written request for payment, accompanied by such evidence of fees andexpenses incurred as the Company reasonably may require. In no event shall reimbursements be madefor fees or expenses incurred by the Executive after the second calendar year following thecalendar year in which the Executive incurs the expense.          (b) The Company shall reimburse the Executive for all reasonable legal fees and expensesincurred by the Executive (or the Executive’s personal or legal representatives, executors, heirs,distributes, devisees and legatees, as applicable) in disputing in good faith any issue hereunderrelating to the termination of the Executive’s employment, in seeking in good faith to obtain orenforce any benefit or right provided by this Agreement, or in connection with the review ofdeterminations made under Section 2(g), and any tax audit or proceeding to the extent attributableto the potential application of section 4999 of the Code to any payment or benefit provided by theCompany to the Executive, provided that the Executive is the prevailing party in any final judgmentwith respect to such dispute. Such reimbursement payments shall be made within thirty (30) daysafter delivery of the Executive’s written request for payment following such final judgment,accompanied by such evidence of fees and expenses incurred as the Company reasonably may require.     8. No Mitigation. The Company agrees that, if the Executive’s employment isterminated during the term of this Agreement, the Executive is not required to seek otheremployment or to attempt in any way to reduce any amounts payable to the Executive by the Company.Further, the
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amount of any payment provided hereunder shall not be reduced by any compensation earned bythe Executive.     9. Miscellaneous. No provisions of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writing signed by theExecutive and a duly authorized officer of the Company. No waiver by either party hereto at anytime of any breach by the other hereto of, or compliance with, any condition or provision of thisAgreement to be performed by such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time. No agreements orrepresentations, oral or otherwise, express or implied, with respect to the subject matter hereofhave been made by either party which are not set forth expressly in this Agreement. The validity,interpretation, construction and performance of this Agreement shall be governed by the laws of theState of Maryland, without regard to provisions thereof relating to choice of law or conflicts oflaw. Any legal suit, action or proceeding arising out of or relating to this Agreement or theOffer Letter shall be commenced in a federal court in the District of Maryland or in a state courtwith jurisdiction over Howard County, Maryland, and each party irrevocably submits to the exclusivejurisdiction of and exclusive venue in any such court in any such suit, action or proceeding. ThisAgreement may be executed in two or more counterparts, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. This Agreement may beexecuted by facsimile signatures.     10. Validity. The invalidity or unenforceability of any provision or provisions ofthis Agreement shall not affect the validity or enforceability of any other provision of thisAgreement, which shall remain in full force and effect.**[Signatures appear on following page.]**
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     **IN WITNESS WHEREOF**, the parties have executed this Executive Agreement on the date and year firstabove written.         SOURCEFIRE, INC., a Delaware corporation           By: /s/E. Wayne Jackson III            E. Wayne Jackson III, Chief Executive Officer           EXECUTIVE:     /s/Douglas  McNitt          Douglas  McNitt  
 

 
ATTACHMENT IFORM OF RELEASE