exv10w2






Exhibit 10.2




SOURCEFIRE, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY




Non-employee directors of Sourcefire, Inc., a Delaware corporation (the “Company”) shall be
entitled to the compensation set forth below for their service as a member of the Board of
Directors (the “Board”) of the Company. This policy supersedes all prior policies or provisions of
any equity plans concerning compensation of the Company’s non-employee directors, except that any
prior equity awards previously granted to a director remain valid. Unless otherwise defined
herein, capitalized terms shall have the meaning as provided in the Company’s 2007 Stock Incentive
Plan.



Cash Compensation




Annual Cash Retainer for Board Service 




Effective May 15, 2008, each non-employee director shall be entitled to an annual cash retainer in
the amount of $15,000 (the “Annual Retainer”). The Company shall pay the Annual Retainer on an
annual pro-rated basis, paid on the first business day following the Company’s annual meeting of
stockholders, subject to the non-employee director’s continued service to the Company as a
non-employee director on such date.



Annual Cash Retainer for Chairman of the Board Service




Commencing May 15, 2008, a non-employee director who serves as the chairman (“Chairman”) of the
Board shall be entitled to an annual cash retainer in the amount of $7,500 (the “Chairman of the
Board Retainer”). The Company shall pay the Chairman of the Board Retainer on an annual pro-rated
basis, paid on the first business day following the Company’s annual meeting of stockholders,
subject to the non-employee director’s continued service to the Company as Chairman of the Board.



Board Committee Chairman Cash Retainer




Commencing May 15, 2008, a non-employee director who serves as the chairman of the Audit,
Compensation or Nominating and Governance committee of the Board (each a “Committee”) shall be
entitled to a supplemental annual cash retainer in the amounts as follows: (i) the chairman of the
Audit Committee to receive an annual cash retainer of $10,000, (ii) the chairman of the
Compensation Committee to receive an annual cash retainer of $5,000, and (iii) the chairman of the
Nominating and Governance Committee to receive an annual cash retainer of $4,000 (each, a
“Committee Chairman Retainer”). The Company shall pay the Committee Chairman Retainer on an annual
pro-rated basis, subject to the non-employee director’s continued service to the Company as chair
of such Committee through the Company’s next annual meeting of stockholders.



1









 





Board Meeting Attendance Fees 




Commencing May 15, 2008, a non-employee director who attends a Board meeting in-person will be
entitled to a fee in the amount of $1,500 (“In-Person Board Meeting Fee”) for each meeting
attended. The Company shall pay the In-Person Board Meeting Fee on a quarterly basis in arrears.



Commencing May 15, 2008, a non-employee director who attends a Board meeting via teleconference
will be entitled to a fee in the amount of $750 (“Teleconference Board Meeting Fee”) for each
meeting attended. The Company shall pay the Teleconference Board Meeting Fee on a quarterly basis
in arrears.



Board Committee Meeting Attendance Fees




Commencing May 15, 2008, a non-employee director who attends a Committee meeting in-person will be
entitled to a fee in the amount of $1,000 (“In-Person Committee Meeting Fee”) for each meeting
attended. The Company shall pay the In-Person Committee Meeting Fee on a quarterly basis in
arrears.



Commencing May 15, 2008, a non-employee director who attends a Committee meeting via teleconference
will be entitled to a fee in the amount of $500 (“Teleconference Committee Meeting Fee”) for each
meeting attended. The Company shall pay the Teleconference Committee Meeting Fee on a quarterly
basis in arrears.



Equity Compensation 




Initial Equity Award for New Directors 




For new non-employee directors appointed or elected after February 27, 2008, on the date a new
director becomes a member of the Board, each non-employee director shall automatically receive a
restricted stock award (an “Initial Award”) in an amount of shares of Company common stock equal to
$160,000 divided by the Fair Market Value of the Company’s common stock on the date of grant,
subject to the execution of a restricted stock award agreement and the payment of a purchase price
equal to $0.001 per share. The Initial Award is subject to vesting over a period of three (3) years
in equal annual installments commencing on the one (1) year anniversary of the date of grant,
subject to the non-employee director’s continued service to the Company through the vesting dates.
An employee director who ceases to be an employee, but who remains a director, will not receive an
Initial Award.



Annual Equity Award for Continuing Board Members 




Commencing with the 2008 Annual Meeting of Stockholders, upon the adjournment of the Annual Meeting
of the Company’s stockholders each continuing non-employee director shall automatically receive a
restricted stock award (an “Annual Award”) in an amount of shares of Company common stock equal to
$80,000 divided by the Fair



2









 





Market Value of the Company’s common stock on the date of grant, subject to the execution of a
restricted stock award agreement and the payment of a purchase price equal to $0.001 per share;
provided, however, that no Annual Award shall be granted to a non-employee director
within 365 days of the date of grant of such director’s Initial Award; and provided,
further, that following the one (1) year anniversary of the date of grant of such
director’s Initial Award, any Annual Award granted prior to the next Annual Meeting of Stockholders
shall be reduced on a pro rata basis to reflect that less than one (1) year of service is expected
of the director for the then-current year until the next Annual Meeting of Stockholders.



Each Annual Award for continuing Board members shall vest in full on the earlier of (i) the one
year anniversary of the date of grant or (ii) the date immediately preceding the date of the Annual
Meeting of the Company’s stockholders for the year following the year of grant for the award,
subject to the non-employee director’s continued service to the Company through the vesting date.



Annual Equity Award for Continuing Chairman of the Board 




Commencing with the 2008 Annual Meeting of Stockholders, upon the adjournment of the Annual Meeting
of the Company’s stockholders a continuing Chairman of the Board shall automatically receive a
restricted stock award (an “Annual Award”) in an amount of shares of Company common stock equal to
$15,000 divided by the Fair Market Value of the Company’s common stock on the date of grant,
subject to the execution of a restricted stock award agreement and the payment of a purchase price
equal to $0.001 per share. The Annual Award for a continuing Chairman of the Board shall vest in
full on the earlier of (i) the one year anniversary of the date of grant or (ii) the date
immediately preceding the date of the Annual Meeting of the Company’s stockholders for the year
following the year of grant for the award, subject to the non-employee director’s continued service
to the Company through the vesting date.



Provisions Applicable to All Non-Employee Director Equity Compensation Grants 




All grants made pursuant to this Non-Employee Director Compensation Policy shall be subject to the
terms and conditions of the Company’s 2007 Stock Incentive Plan, or any other equity compensation
plan approved by the Company’s shareholders, and the terms of the restricted stock agreement or
option agreement issued thereunder. In the event of a Corporate Transaction or Change in Control
(as such terms are defined in the 2007 Stock Incentive Plan), one hundred percent (100%) of the
Shares granted pursuant to this Non-Employee Director Compensation Policy then outstanding shall
become fully vested immediately prior to the effective date of such Corporate Transaction or Change
of Control.



Expense Reimbursement 




All non-employee directors shall be entitled to reimbursement from the Company for their reasonable
travel (including airfare and ground transportation), lodging and meal



3









 







expenses incident to meetings of the Board or committees thereof or in connection with other Board
related business in accordance with the Company’s corporate policies. The Company shall also
reimburse directors for attendance at director continuing education programs that are relevant to
their service on the Board and which attendance is pre-approved by the chairman of the Nominating
and Governance Committee or the Chairman of the Board. The Company shall make reimbursement to a
non-employee director within a reasonable amount of time following submission by the non-employee
director of reasonable written substantiation for the expenses.



Miscellaneous




In the event of any inconsistency between the terms of this Non-Employee Director Compensation
Policy and the terms of the Company’s 2002 Stock Incentive Plan or the 2007 Stock Incentive Plan
under which Shares may be purchased under an award granted thereunder, the terms of the respective
2002 Stock Incentive Plan or 2007 Stock Incentive Plan shall govern.



In the event of any inconsistency between the terms of this Non-Employee Director Compensation
Policy and the terms of any restricted stock purchase agreement under which Shares which may be
purchased, the terms of that restricted stock purchase agreement shall govern.



In the event of any inconsistency between the terms of the 2002 Stock Incentive Plan or the 2007
Stock Incentive Plan under which Shares may be purchased under any award granted thereunder and the
terms of any option or restricted stock purchase agreement under which such Shares granted
thereunder may be purchased, the terms of the respective 2002 Stock Incentive Plan or the 2007
Stock Incentive Plan under which the Shares were granted shall govern.



This Non-Employee Director Compensation Policy may be amended, altered or terminated at the
election of the Board in its absolute discretion, provided that no amendment, alteration or
termination of this Non-Employee Director Compensation Policy shall have retroactive affect or
impair the rights of any non-employee director under any award theretofore granted to that
director.



Initially Adopted: May 15, 2008

Last Revised: May 15, 2008




4