exv10w8






Exhibit 10.8




SOURCEFIRE, INC.




2007 STOCK INCENTIVE PLAN




NOTICE OF RESTRICTED STOCK UNIT AWARD




	 	 	 	 
	 

	Grantee’s Name and Address:	 
	 

		 
	 

		 






     You (the “Grantee”) have been granted an award of Restricted Stock Units (the “Award”),
subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”),
the Sourcefire, Inc. 2007 Stock Incentive Plan, as amended from time to time (the “Plan”) and the
Restricted Stock Unit Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise
provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.



	 	 	 	 
	 

	Award Number	 
	 

	Date of Award	 
	 

	Vesting Commencement Date	 
	 

	Total Number of Restricted Stock

Units Awarded (the “Units”)	 






Vesting Schedule:




     Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice,
the Agreement and the Plan, the Units will “vest” in accordance with the following schedule (the
“Vesting Schedule”):



     [Grantee’s interest in the Units will vest in four (4) equal annual installments of
twenty-five percent (25%) of the Units, such that twenty-five percent (25%) of such Units shall
vest on the first annual anniversary of the Vesting Commencement Date and subsequently on the
second, third and fourth annual anniversary of the Vesting Commencement Date until the Shares are
100% vested.]



     In the event of the Grantee’s change in status from Employee to Consultant or Director, the
determination of whether such change in status results in a termination of Continuous Service will
be determined in accordance with Section 409A of the Code.



     During any authorized leave of absence, the vesting of the Units as provided in this schedule
shall be suspended (to the extent permitted under Section 409A of the Code) after the leave of
absence exceeds a period of three (3) months. The Vesting Schedule of the Units shall be extended
by the length of the suspension. Vesting of the Units shall resume upon the Grantee’s termination
of the leave of absence and return to service to the Company or a Related Entity; provided,
however, that if the leave of absence exceeds six (6) months, and a return to service upon
expiration of such leave is not guaranteed by statute or contract, then (a) the
Grantee’s Continuous Service shall be deemed to terminate on the first date following such
six-



 









 







month period and (b) the Grantee will forfeit the Units that are unvested on the date of the
Grantee’s termination of Continuous Service. An authorized leave of absence shall include sick
leave, military leave, or other bona fide leave of absence (such as temporary employment by the
government). Notwithstanding the foregoing, with respect to a leave of absence due to any
medically determinable physical or mental impairment of the Grantee that can be expected to result
in death or can be expected to last for a continuous period of not less than six (6) months, where
such impairment causes the Grantee to be unable to perform the duties of the Grantee’s position of
employment or substantially similar position of employment, a twenty-nine (29) month period of
absence shall be substituted for such six (6) month period above.



     For purposes of this Notice and the Agreement, the term “vest” shall mean, with respect to any
Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would
become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in
the entire Unit.



     Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason,
including death or Disability. In the event the Grantee terminates Continuous Service for any
reason, including death or Disability, any unvested Units held by the Grantee immediately upon such
termination of the Grantee’s Continuous Service shall be forfeited and deemed reconveyed to the
Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed Units
and shall have all rights and interest in or related thereto without further action by the Grantee.



     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the
Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement.



	 	 	 	 	 
	 	SOURCEFIRE, INC.

a Delaware corporation

 	 
	 	By:  	
 	 
	 	 	Title: 	
 	 
	 	 	Date: 	
 	 
	 


THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF
THE GRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE SPECIFICALLY PROVIDED HEREIN (NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR IN THE PLAN, SHALL CONFER
UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR
SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE
GRANTEE’S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE
GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE
CONTRARY, THE GRANTEE’S STATUS IS AT WILL.


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Grantee Acknowledges and Agrees:





     The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that
he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject
to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the
Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Notice and fully understands all provisions of this Notice, the Agreement
and the Plan. The Grantee further agrees and acknowledges that this Award is a non-elective
arrangement pursuant to Section 409A of the Code.



     The Grantee further acknowledges that, from time to time, the Company may be in a “blackout
period” and/or subject to applicable federal securities laws that could subject the Grantee to
liability for engaging in any transaction involving the sale of the Company’s Shares. The Grantee
further acknowledges and agrees that, prior to the sale of any Shares acquired under this Award, it
is the Grantee’s responsibility to determine whether or not such sale of Shares will subject the
Grantee to liability under insider trading rules or other applicable federal securities laws.



     [The Grantee understands that the Award is subject to the Grantee’s consent to access this
Notice, the Agreement, the Plan and the Plan prospectus (collectively, the “Plan Documents”) in
electronic form on the Company’s intranet or the website of the Company’s designated brokerage
firm, if applicable. By signing below (or providing an electronic signature by clicking below) and
accepting the grant of the Award, the Grantee: (i) consents to access electronic copies (instead of
receiving paper copies) of the Plan Documents via the Company’s intranet or the website of the
Company’s designated brokerage firm, if applicable; (ii) represents that the Grantee has access to
the Company’s intranet or the website of the Company’s designated brokerage firm, if applicable;
(iii) acknowledges receipt of electronic copies, or that the Grantee is already in possession of
paper copies, of the Plan Documents; and (iv) acknowledges that the Grantee is familiar with and
accepts the Award subject to the terms and provisions of the Plan Documents.



     The Company may, in its sole discretion, decide to deliver any Plan Documents by electronic
means or request the Grantee’s consent to participate in the Plan by electronic means. The Grantee
hereby consents to receive such documents by electronic delivery and agrees to participate in the
Plan through an on-line or electronic system established and maintained by the Company or a third
party designated by the Company.]



     The Grantee hereby agrees that all questions of interpretation and administration relating to
this Notice, the Plan and the Agreement shall be resolved by the Administrator in accordance with
Section 8 of the Agreement. The Grantee further agrees to the venue and jurisdiction selection in
accordance with Section 9 of the Agreement. The Grantee further agrees to notify the Company upon
any change in his or her residence address indicated in this Notice.



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	Date:                                          	
 	 
	 	Grantee’s Signature 	 
	 
	 	Grantee’s Printed Name

 	 
	 
	 
	 	


Address


 	 
	 
	 	

City, State & Zip 	 



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Exhibit 10.8




Award Number: __________________




SOURCEFIRE, INC.

2007 STOCK INCENTIVE PLAN




RESTRICTED STOCK UNIT AGREEMENT





     1. Issuance of Units. Sourcefire, Inc., a Delaware corporation (the “Company”),
hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award
(the “Notice”) an award (the “Award”) of the Total Number of Restricted Stock Units Awarded set
forth in the Notice (the “Units”), subject to the Notice, this Restricted Stock Unit Agreement (the
“Agreement”) and the terms and provisions of the Sourcefire, Inc. 2007 Stock Incentive Plan, as
amended from time to time (the “Plan”), which is incorporated herein by reference. Unless
otherwise provided herein, the terms in this Agreement shall have the same meaning as those defined
in the Plan.



     2. Transfer Restrictions. The Units may not be transferred in any manner other than
by will or by the laws of descent and distribution.



     3. Conversion of Units and Issuance of Shares.



          (a) General. Subject to Sections 3(b) and 3(c), one share of Common Stock shall be
issuable for each Unit subject to the Award (the “Shares”) upon vesting. Immediately thereafter,
or as soon as administratively feasible, the Company will transfer the appropriate number of Shares
to the Grantee after satisfaction of any required tax or other withholding obligations. Any
fractional Unit remaining after the Award is fully vested shall be discarded and shall not be
converted into a fractional Share. Notwithstanding the foregoing, the relevant number of Shares
shall be issued no later than March 15th of the year following the calendar year in which the Award
vests. The Award shall be Assumed in connection with any Corporate Transaction, effective upon the
consummation of such Corporate Transaction.




          (b) Delay of Conversion. The conversion of the Units into the Shares under Section
3(a) above, shall be delayed in the event the Company reasonably anticipates that the issuance of
the Shares would constitute a violation of federal securities laws or other Applicable Law. If the
conversion of the Units into the Shares is delayed by the provisions of this Section 3(b), the
conversion of the Units into the Shares shall occur at the earliest date at which the Company
reasonably anticipates issuing the Shares will not cause a violation of federal securities laws or
other Applicable Law. For purposes of this Section 3(b), the issuance of Shares that would cause
inclusion in gross income or the application of any penalty provision or other provision of the
Code is not considered a violation of Applicable Law.




          (c) Delay of Issuance of Shares. The Company shall delay the issuance of any Shares
under this Section 3 to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code
(relating to payments made to certain “specified employees” of certain publicly-traded
companies); in such event, any Shares to which the Grantee would otherwise be entitled during



 









 






the six (6) month period following the date of the Grantee’s termination of Continuous Service will
be issuable on the first business day following the expiration of such six (6) month period.




     4. Right to Shares. The Grantee shall not have any right in, to or with respect to
any of the Shares (including any voting rights or rights with respect to dividends paid on the
Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to
the Grantee.



     5. Taxes.



          (a) Tax Liability. The Grantee is ultimately liable and responsible for all taxes
owed by the Grantee in connection with the Award, regardless of any action the Company or any
Related Entity takes with respect to any tax withholding obligations that arise in connection with
the Award. Neither the Company nor any Related Entity makes any representation or undertaking
regarding the treatment of any tax withholding in connection with any aspect of the Award,
including the grant, vesting, assignment, release or cancellation of the Units, the delivery of
Shares, the subsequent sale of any Shares acquired upon vesting and the receipt of any dividends or
dividend equivalents. The Company does not commit and is under no obligation to structure the
Award to reduce or eliminate the Grantee’s tax liability.




          (b) Payment of Withholding Taxes. Prior to any event in connection with the Award
(e.g., vesting) that the Company determines may result in any tax withholding obligation, whether
United States federal, state, local or non-U.S., including any social insurance, employment tax,
payment on account or other tax-related obligation (the “Tax Withholding Obligation”), the Grantee
must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a
manner acceptable to the Company.




               (i) By Share Withholding. If permissible under Applicable Law, the Grantee authorizes the
Company to, upon the exercise of its sole discretion, withhold from those Shares otherwise issuable
to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax
Withholding Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to
satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay
to the Company or any Related Entity as soon as practicable, including through additional payroll
withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding
of Shares described above.



               (ii) By Sale of Shares. Unless the Grantee determines to satisfy the Tax Withholding
Obligation by some other means in accordance with clause (iii) below, the Grantee’s acceptance of
this Award constitutes the Grantee’s instruction and authorization to the Company and any brokerage
firm determined acceptable to the Company for such purpose to, upon the exercise of Company’s sole
discretion, sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the
Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy
the minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day following
the date on which such Tax Withholding Obligation arises (e.g., a vesting date) or as soon
thereafter as practicable. The Grantee will be responsible for all broker’s fees and other costs
of sale, and the Grantee agrees to indemnify and
hold the Company harmless from any losses, costs, damages, or expenses relating to any such



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sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding
Obligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges
that the Company or its designee is under no obligation to arrange for such sale at any particular
price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s
minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any
Related Entity as soon as practicable, including through additional payroll withholding, any amount
of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above.



               (iii) By Check, Wire Transfer or Other Means. At any time not less than five (5) business days
(or such fewer number of business days as determined by the Administrator) before any Tax
Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to satisfy the
Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company
determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such
account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z)
such other means as specified from time to time by the Administrator.


Notwithstanding the foregoing, the Company or a Related Entity also may satisfy any Tax Withholding
Obligation by offsetting any amounts (including, but not limited to, salary, bonus and severance
payments) payable to the Grantee by the Company and/or a Related Entity. Furthermore, in the event
of any determination that the Company has failed to withhold a sum sufficient to pay all
withholding taxes due in connection with the Award, the Grantee agrees to pay the Company the
amount of such deficiency in cash within five (5) days after receiving a written demand from the
Company to do so, whether or not the Grantee is an employee of the Company at that time.




     6. Entire Agreement; Governing Law. The Notice, the Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the Company and the Grantee
with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s
interest except by means of a writing signed by the Company and the Grantee. These agreements are
to be construed in accordance with and governed by the internal laws of the State of Maryland
without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the State of Maryland to the rights and duties of the
parties. Should any provision of the Notice or this Agreement be determined to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and shall remain
enforceable.



     7. Construction. The captions used in the Notice and this Agreement are inserted for
convenience and shall not be deemed a part of the Award for construction or interpretation. Except
when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise.



     8. Administration and Interpretation. Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Agreement shall be submitted by



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the Grantee or by the Company to the Administrator. The resolution of such question or dispute by
the Administrator shall be final and binding on all persons.



     9. Venue and Jurisdiction. The parties agree that any suit, action, or proceeding
arising out of or relating to the Notice, the Plan or this Agreement shall be brought exclusively
in the United States District Court for the District of Maryland (or should such court lack
jurisdiction to hear such action, suit or proceeding, in a Maryland state court in the County of
Howard) and that the parties shall submit to the jurisdiction of such court. The parties
irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the
laying of venue for any such suit, action or proceeding brought in such court. If any one or more
provisions of this Section 9 shall for any reason be held invalid or unenforceable, it is the
specific intent of the parties that such provisions shall be modified to the minimum extent
necessary to make it or its application valid and enforceable.



     10. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery, upon deposit for delivery by an
internationally recognized express mail courier service or upon deposit in the United States mail
by certified mail (if the parties are within the United States), with postage and fees prepaid,
addressed to the other party at its address as shown in these instruments, or to such other address
as such party may designate in writing from time to time to the other party.



     11. [Nature of Award. In accepting the Award, the Grantee acknowledges and agrees
that:



          (a) the Plan is established voluntarily by the Company, it is discretionary in nature, and it
may be modified, amended, suspended or terminated by the Company at any time, unless otherwise
provided in the Plan and this Agreement;




          (b) the Award is voluntary and occasional and does not create any contractual or other right
to receive future awards of Units, or benefits in lieu of Units, even if Units have been awarded
repeatedly in the past;




          (c) all decisions with respect to future awards, if any, will be at the sole discretion of the
Company;




          (d) the Grantee’s participation in the Plan is voluntary;




          (e) the Grantee’s participation in the Plan shall not create a right to any employment with
the Grantee’s employer and shall not interfere with the ability of the Company or the employer to
terminate the Grantee’s employment relationship, if any, at any time;




          (f) the Award is not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination, redundancy, end
of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or relating in any way
to, past services for the Company or any Related Entity;




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          (g) in the event that the Grantee is not an Employee of the Company or any Related Entity, the
Award and the Grantee’s participation in the Plan will not be interpreted to form an employment or
service contract or relationship with the Company or any Related Entity;




          (h) the future value of the underlying Shares is unknown and cannot be predicted with
certainty;




          (i) in consideration of the Award, no claim or entitlement to compensation or damages shall
arise from termination of the Award or diminution in value of the Award or Shares acquired upon
vesting of the Award, resulting from termination of the Grantee’s Continuous Service by the Company
or any Related Entity (for any reason whatsoever and whether or not in breach of local labor laws)
and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and
any Related Entity from any such claim that may arise; if, notwithstanding the foregoing, any such
claim is found by a court of competent jurisdiction to have arisen, then, by signing the Notice,
the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy
for any such claim or entitlement;




          (j) in the event of termination of the Grantee’s Continuous Service (whether or not in breach
of local labor laws), the Grantee’s right to receive Awards under the Plan and to vest in such
Awards, if any, will terminate effective as of the date that the Grantee is no longer providing
services and will not be extended by any notice period mandated under local law (e.g., providing
services would not include a period of “garden leave” or similar period pursuant to local law);
furthermore, in the event of termination of the Grantee’s Continuous Service (whether or not in
breach of local labor laws), the Administrator shall have the exclusive discretion to determine
when the Grantee is no longer providing services for purposes of this Award;




          (k) the Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition
or sale of the underlying Shares; and




          (l) the Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and
financial advisers regarding the Grantee’s participation in the Plan before taking any action
related to the Plan.]




     12. Data Privacy.



          (a) The Grantee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Grantee’s personal data as described in the Notice
and this Agreement by and among, as applicable, the Grantee’s employer, the Company and any Related
Entity for the exclusive purpose of implementing, administering and managing the Grantee’s
participation in the Plan.




          (b) The Grantee understands that the Company and the Grantee’s employer may hold certain
personal information about the Grantee, including, but not limited to, the Grantee’s name, home
address and telephone number, date of birth, social insurance or other identification number,
salary, nationality, job title, any Shares or directorships held in the Company, details of all
Units or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding



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in the Grantee’s favor, for the exclusive purpose of implementing, administering and managing
the Plan (“Data”).




          (c) The Grantee understands that Data will be transferred to any third party assisting the
Company with the implementation, administration and management of the Plan. The Grantee
understands that the recipients of the Data may be located in the Grantee’s country, or elsewhere,
and that the recipients’ country may have different data privacy laws and protections than the
Grantee’s country. The Grantee understands that the Grantee may request a list with the names and
addresses of any potential recipients of the Data by contacting the Grantee’s local human resources
representative. The Grantee authorizes the Company and any other possible recipients which may
assist the Company (presently or in the future) with implementing, administering and managing the
Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the
sole purpose of implementing, administering and managing the Grantee’s participation in the Plan.
The Grantee understands that Data will be held only as long as is necessary to implement,
administer and manage the Grantee’s participation in the Plan. The Grantee understands that the
Grantee may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing the Grantee’s local human resources
representative. The Grantee understands, however, that refusal or withdrawal of consent may affect
the Grantee’s ability to participate in the Plan. For more information on the consequences of the
Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may
contact the Grantee’s local human resources representative.




     13. Language. If the Grantee has received this Agreement or any other document
related to the Plan translated into a language other than English and if the translated version is
different than the English version, the English version will control, unless otherwise prescribed
by Applicable Law.



     14. Amendment and Delay to Meet the Requirements of Section 409A. The Grantee
acknowledges that the Company, in the exercise of its sole discretion and without the consent of
the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares
issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of
Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal
Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no
representation that the Award will comply with Section 409A of the Code and makes no undertaking to
prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any
deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax
adviser regarding the potential impact of Section 409A of the Code.



END OF AGREEMENT





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