Sourcefire, Inc.  Executive Change in Control Severance Plan




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Sourcefire, Inc. Executive Change in Control Severance 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
    
    
    53.1 Notice of Eligibility; Participation Agreement
    
    
    5ARTICLE 4 SEVERANCE BENEFITS
    
    
    64.1 Eligibility for Severance Benefits
    
    
    64.2 Accrued and Unpaid Amounts
    
    
    64.3 Severance Benefits
    
    
    64.4 Loss of Eligibility
    
    
    7ARTICLE 5 GOLDEN PARACHUTE PROVISIONS
    
    
    85.1 Best Payments Determination
    
    
    8ARTICLE 6 PLAN ADMINISTRATION; AMENDMENT AND TERMINATION
    
    
    96.1 Administration of Plan
    
    
    96.2 Amendment and Termination
    
    
    96.3 ERISA Limitations
    
    
    106.4 Claims and Appeals Procedures
    
    
    10ARTICLE 7 MISCELLANEOUS PROVISIONS
    
    
    127.1 Tax Withholding
    
    
    127.2 Section 409A Compliance
    
    
    127.3 Waiver of Other Benefits; Non-Duplication
    
    
    127.4 Coordination with Mandated Benefits
    
    
    137.5 Non-Assignability
    
    
    137.6 Facility of Payment
    
    
    137.7 Assumption by Successor
    
    
    147.8 Effect on Other Plans
    
    
    147.9 Voluntary Plan/No Alteration of Employment-At-Will Status
    
    
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Sourcefire, Inc. Executive Change in Control Severance Plan
 Table of Contents
 Page7.10 Source of Payments
    
    
    147.11 No Rights Created or Accrued
    
    
    147.12 Controlling Law
    
    
    147.13 Additional Plan Information
    
    
    16Exhibit A  Form of Separation and Release AgreementExhibit B  Form of Participation Agreement
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Executive Change in Control Severance Plan
 Sourcefire, Inc. Executive Change in Control Severance 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 17




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Cause nolo
contendere
 Change in Control Exchange
Act
 Page 2 of 17




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COBRA
 Code
 Company
 Disabled Disability
 Eligible Executive
 ERISA
 Page 3 of 17




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Good Reason
 Notice of Eligibility
 Participant
 Participation Agreement
 Plan
 Qualifying Termination
   Release Exhibit A
 Page 4 of 17




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Severance Benefits
 Severance Period
 Target Bonus
 Termination Date
 Termination of Employment Terminated Terminates
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ARTICLE 3
 ELIGIBILITY TO PARTICIPATE
 Notice of Eligibility; Participation Agreement Eligible Executives Exhibit
B
 ARTICLE 4
 SEVERANCE BENEFITS
 Eligibility for Severance Benefits
 Accrued and Unpaid Amounts
 Severance Benefits
 Salary Continuation Benefits
   Page 6 of 17




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Continued Welfare Benefits Special Severance
Payment
 Accelerated Vesting of Equity Awards
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Loss of Eligibility
 Failure to Provide Effective Release
 Alternative Employment
 Violation of Non-Disclosure, Non-Competition, or Non-Solicitation Requirements
 Non-Qualifying Termination
 ARTICLE 5
 GOLDEN PARACHUTE PROVISIONS
 Best Payments Determination Original Payments
 Page 8 of 17




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Excise
Tax
 ARTICLE 6
 PLAN ADMINISTRATION; AMENDMENT AND TERMINATION
 Administration of Plan
 Amendment and Termination
 Page 9 of 17




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ERISA Limitations
    Claims and Appeals Procedures
 Claims Procedures
 Submission of Claims
 Contents of Notice of Claims Denial
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Timing of Delivery of Notice of Denial
 Appeal Procedures
 Request for Review
 Determination of Appeal
 Timing of Decision on Review
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Procedural Requirements
 ARTICLE 7
 MISCELLANEOUS PROVISIONS
 Tax Withholding
 Section 409A Compliance
  Deferred Commencement Date for Specified Employees
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Waiver of Other Benefits; Non-Duplication Retention Plan
 Coordination with Mandated Benefits WARN
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Non-Assignability
 Facility of Payment
 Assumption by Successor
 Effect on Other Plans
 Voluntary Plan/No Alteration of Employment-At-Will Status
 Source of Payments
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No Rights Created or Accrued
 Controlling Law
 Remainder of page intentionally blank
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Additional Plan Information
 Plan Name:
    
    Sourcefire, Inc. Executive Change in Control
Severance PlanType of Plan:
    
    Unfunded welfare benefit planPlan Sponsor:
    
    Sourcefire, Inc.Identification Numbers:
    
    EIN: 52-228965
PLAN NUMBER: 505Plan Year:
    
    January 1  December 31Plan Administrator:
    
    The Compensation Committee of the
Board of Directors
Sourcefire, Inc.
9770 Patuxent Woods Dr.
Columbia, MD 21046-1526Agent for Service of
Legal Process:
    
    Sourcefire, Inc.
9770 Patuxent Woods Dr.
Columbia, MD 21046-1526
Attn: General CounselFunding Mechanism:
    
    Unfunded plan; severance benefits are paid out of
the Companys general assets.
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STATEMENT OF ERISA RIGHTS
 ERISA
     END OF PLAN
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Sourcefire, Inc. Executive Change in Control Severance Plan
 Exhibit A  Form of Separation and Release Agreement
 Release Agreement Participant Company
 Date of Termination
 Plan
 Participation Agreement
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Treasury
Regulation
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Releasees
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ADEA
 twenty-one (21) or forty-five (45) Note: the 45-day
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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
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Page 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:  Page 7 of 9




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Sourcefire, Inc. Executive Change in Control Severance Plan
 EXHIBIT A
 EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS,
AND NON-COMPETITION AGREEMENT
 [SEE ATTACHED]
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Sourcefire, Inc. Executive Change in Control Severance 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 Change in Control Severance 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 ofEmploymentAge
    
    Position
    
    Number
 Not Selected for [DATE] Termination ofEmploymentAge
    
    Position
    
    Number1111111
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Sourcefire, Inc. Executive Change in Control Severance 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
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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 Severance Benefits pursuant to the Plan and this Participation Agreement, you
must execute and not revoke a Release supplied by the Company. Payments of
Severance Benefits will not commence until your Release has become effective and
irrevocable.
    
    Alternative Employment. If, subsequent to the commencement of Severance
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
Severance 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-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.
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
    
    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, you voluntarily resign without Good Reason, or
your termination occurs more than twelve months following a Change in Control), you
will not be entitled to receive any Severance Benefits under the Plan.
 Waiver of Other Benefits; Non-Duplication Retention Plan
 Tax Compliance
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Severability of Provisions
 Acknowledgment
  SOURCEFIRE, INC., a Delaware corporationBy:Title:"Company"Accepted and Agreed this ____ day of _________________, 2008.SIGNED:"Participant"  Page 4 of 4