exv10w1



 







    Exhibit
10.1







 




    SOURCEFIRE,
    INC.

    



 




    2007
    EMPLOYEE STOCK PURCHASE PLAN



 



    The following constitute the provisions of the 2007 Employee
    Stock Purchase Plan of Sourcefire, Inc.



 



    1. Purpose.  The purpose of the
    Plan is to provide Employees of the Company and its Designated
    Parents or Subsidiaries with an opportunity to purchase Common
    Stock of the Company through accumulated payroll deductions. It
    is the intention of the Company to have the Plan qualify as an
    “Employee Stock Purchase Plan” under Section 423
    of the Code and the applicable regulations thereunder. The
    provisions of the Plan, accordingly, shall be construed so as to
    extend and limit participation in a manner consistent with the
    requirements of that Section of the Code.



 



    2. Definitions.  As used herein,
    the following definitions shall apply:



 



    (a) “Administrator” means
    either the Board or a committee of the Board that is responsible
    for the administration of the Plan as is designated from time to
    time by resolution of the Board.



 



    (b) “Applicable Laws” means
    the legal requirements relating to the administration of
    employee stock purchase plans, if any, under applicable
    provisions of federal securities laws, state corporate and
    securities laws, the Code and the applicable regulations
    thereunder, the rules of any applicable stock exchange or
    national market system, and the rules of any foreign
    jurisdiction applicable to participation in the Plan by
    residents therein.



 



    (c) “Board” means the Board of
    Directors of the Company.



 



    (d) “Code” means the Internal
    Revenue Code of 1986, as amended.



 



    (e) “Common Stock” means the
    common stock of the Company.



 



    (f) “Company” means
    Sourcefire, Inc., a Delaware corporation.



 



    (g) “Compensation” means an
    Employee’s base salary, commissions and cash bonuses from
    the Company or one or more Designated Parents or Subsidiaries,
    including such amounts of base salary as are deferred by the
    Employee (i) under a qualified cash or deferred arrangement
    described in Section 401(k) of the Code, or (ii) to a
    plan qualified under Section 125 of the Code. Compensation
    does not include overtime, bonuses, annual awards, other
    incentive payments, reimbursements or other expense allowances,
    fringe benefits (cash or noncash), moving expenses, deferred
    compensation, contributions (other than contributions described
    in the first sentence) made on the Employee’s behalf by the
    Company or one or more Designated Parents or Subsidiaries under
    any employee benefit or welfare plan now or hereafter
    established, and any other payments not specifically referenced
    in the first sentence.



 



    (h) “Corporate
    Transaction” means any of the following
    transactions:



 



    (1) 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 Company is
    incorporated;



 



    (2) the sale, transfer or other disposition of all or
    substantially all of the assets of the Company (including the
    capital stock of the Company’s subsidiary corporations);



 



    (3) the complete liquidation or dissolution of the Company;



 



    (4) any reverse merger or series of related transactions
    culminating in a reverse merger (including, but not limited to,
    a tender offer followed by a reverse merger) in which the
    Company is the surviving entity but in which securities
    possessing more than fifty percent (50%) of the total combined
    voting power of the Company’s outstanding securities are
    transferred to a person or




    

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    persons different from those who held such securities
    immediately prior to such merger or the initial transaction
    culminating in such merger; or



 



    (5) acquisition in a single or series of related
    transactions by any person or related group of persons (other
    than the Company or by a Company-sponsored employee benefit
    plan) of beneficial ownership (within the meaning of
    Rule 13d-3
    of the Exchange Act) of securities possessing more than fifty
    percent (50%) of the total combined voting power of the
    Company’s outstanding securities but excluding any such
    transaction or series of related transactions that the
    Administrator determines shall not be a Corporate Transaction.



 



    (i) “Designated Parents or
    Subsidiaries” means the Parents or
    Subsidiaries which have been designated by the Administrator
    from time to time as eligible to participate in the Plan.



 



    (j) “Effective Date” means the
    Plan’s effective date, as determined in the discretion of
    the Administrator.



 



    (k) “Employee” means any
    individual, including an officer or director, who is an employee
    of the Company or a Designated Parent or Subsidiary for purposes
    of Section 423 of the Code. For purposes of the Plan, the
    employment relationship shall be treated as continuing intact
    while the individual is on sick leave or other leave of absence
    approved by the individual’s employer. Where the period of
    leave exceeds ninety (90) days and the individual’s
    right to reemployment is not guaranteed either by statute or by
    contract, the employment relationship will be deemed to have
    terminated on the ninety-first (91st) day of such leave, for
    purposes of determining eligibility to participate in the Plan.



 



    (l) “Enrollment Date” means
    the first day of each Offer Period.



 



    (m) “Exchange Act” means the
    Securities Exchange Act of 1934, as amended.



 



    (n) “Exercise Date” means the
    last trading day of each Offer Period.



 



    (o) “Fair Market Value” means,
    as of any date, the value of Common Stock determined as follows:



 



    (1) If the Common Stock is listed on one or more
    established stock exchanges or national market systems,
    including without limitation The NASDAQ Global Select Market,
    The NASDAQ Global Market or The NASDAQ Capital Market of The
    NASDAQ Stock Market LLC, its Fair Market Value shall be the
    closing sales price for such stock (or the closing bid, if no
    sales were reported) as quoted on the principal exchange or
    system on which the Common Stock is listed (as determined by the
    Administrator) on the date of determination (or, if no closing
    sales price or closing bid was reported on that date, as
    applicable, on the last trading date such closing sales price or
    closing bid was reported), as reported in The Wall Street
    Journal or such other source as the Administrator deems reliable;



 



    (2) If the Common Stock is regularly quoted on an automated
    quotation system (including the OTC Bulletin Board) or by a
    recognized securities dealer, but selling prices are not
    reported, the Fair Market Value of a share of Common Stock shall
    be the mean between the high bid and low asked prices for the
    Common Stock on the date of determination (or, if no such prices
    were reported on that date, on the last date such prices were
    reported), as reported in The Wall Street Journal or such other
    source as the Administrator deems reliable; or



 



    (3) In the absence of an established market for the Common
    Stock of the type described in (1) and (2), above, the Fair
    Market Value thereof shall be determined by the Administrator in
    good faith.



 



    (p) “Offer Period” means a
    period specified as such pursuant to Section 4(a), below.



 



    (q) “Parent” means a
    “parent corporation” of the Company, whether now or
    hereafter existing, as defined in Section 424(e) of the
    Code.



 



    (r) “Participant” means an
    Employee of the Company or Designated Parent or Subsidiary who
    has completed a subscription agreement as set forth in
    Section 5(a) and is thereby enrolled in the Plan.




    

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    (s) “Plan” means this Employee
    Stock Purchase Plan.



 



    (t) “Purchase Price” shall
    mean an amount equal to 85% of the Fair Market Value of a share
    of Common Stock on the Enrollment Date or on the Exercise Date,
    whichever is lower.



 



    (u) “Reserves” means, as of
    any date, the sum of (1) the number of shares of Common
    Stock covered by each then outstanding option under the Plan
    which has not yet been exercised and (2) the number of
    shares of Common Stock which have been authorized for issuance
    under the Plan but not then subject to an outstanding option.



 



    (v) “Subsidiary” means a
    “subsidiary corporation” of the Company, whether now
    or hereafter existing, as defined in Section 424(f) of the
    Code.



 



    3. Eligibility.  



 



    (a) General.  Any individual who is
    an Employee on a given Enrollment Date shall be eligible to
    participate in the Plan for the Offer Period commencing with
    such Enrollment Date. No individual who is not an Employee shall
    be eligible to participate in the Plan.



 



    (b) Limitations on Grant and
    Accrual.  Any provisions of the Plan to the
    contrary notwithstanding, no Employee shall be granted an option
    under the Plan (i) if, immediately after the grant, such
    Employee (taking into account stock owned by any other person
    whose stock would be attributed to such Employee pursuant to
    Section 424(d) of the Code) would own stock
    and/or hold
    outstanding options to purchase stock possessing five percent
    (5%) or more of the total combined voting power or value of all
    classes of stock of the Company or of any Parent or Subsidiary,
    or (ii) which permits the Employee’s rights to
    purchase stock under all employee stock purchase plans of the
    Company and its Parents or Subsidiaries to accrue at a rate
    which exceeds Twenty-Five Thousand Dollars (US$25,000) worth of
    stock (determined at the Fair Market Value of the shares at the
    time such option is granted) for each calendar year in which
    such option is outstanding at any time. The determination of the
    accrual of the right to purchase stock shall be made in
    accordance with Section 423(b)(8) of the Code and the
    regulations thereunder.



 



    (c) Other Limits on
    Eligibility.  Notwithstanding Subsection (a),
    above, the following Employees shall not be eligible to
    participate in the Plan for any relevant Offer Period:
    (i) Employees whose customary employment is 20 hours
    or less per week; (ii) Employees whose customary employment
    is for not more than 5 months in any calendar year; and
    (iii) Employees who are subject to rules or laws of a
    foreign jurisdiction that prohibit or make impractical the
    participation of such Employees in the Plan.



 



    4. Offer Periods.  



 



    (a) The Plan shall be implemented through consecutive Offer
    Periods until such time as (i) the maximum number of shares
    of Common Stock available for issuance under the Plan shall have
    been purchased or (ii) the Plan shall have been sooner
    terminated in accordance with Section 19 hereof. The
    maximum duration of an Offer Period shall be twenty-seven
    (27) months. Initially, the Plan shall be implemented
    through consecutive Offer Periods of six (6) months’
    duration commencing each February 15 and August 15 following the
    Effective Date (except that the initial Offer Period shall
    commence on the Effective Date and shall end on the next
    February 14 or August 14 following the Effective Date as
    determined by the Administrator at the time the Effective Date
    is established).



 



    (b) A Participant shall be granted a separate option for
    each Offer Period in which he or she participates. The option
    shall be granted on the Enrollment Date and shall be
    automatically exercised on the Exercise Date.



 



    (c) Except as specifically provided herein, the acquisition
    of Common Stock through participation in the Plan for any Offer
    Period shall neither limit nor require the acquisition of Common
    Stock by a Participant in any subsequent Offer Period.



 



    5. Participation.  



 



    (a) An eligible Employee may become a Participant in the
    Plan by completing a subscription agreement authorizing payroll
    deductions in the form of Exhibit A to this Plan (or
    such other form or method (including




    

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    electronic forms) as the Administrator may designate from time
    to time) and filing it with the designated payroll office of the
    Company at least five (5) business days prior to the
    Enrollment Date for the Offer Period in which such participation
    will commence, unless a later time for filing the subscription
    agreement is set by the Administrator for all eligible Employees
    with respect to a given Offer Period.



 



    (b) Payroll deductions for a Participant shall commence
    with the first partial or full payroll period beginning on the
    Enrollment Date and shall end on the Exercise Date, unless
    sooner terminated by the Participant as provided in
    Section 10.



 



    6. Payroll Deductions.  



 



    (a) At the time a Participant files a subscription
    agreement, the Participant shall elect to have payroll
    deductions made during the Offer Period in amounts between one
    percent (1%) and not exceeding ten percent (10%) of the
    Compensation which the Participant receives during the Offer
    Period.



 



    (b) All payroll deductions made for a Participant shall be
    credited to the Participant’s account under the Plan and
    will be withheld in whole percentages only. A Participant may
    not make any additional payments into such account.



 



    (c) A Participant may discontinue participation in the Plan
    as provided in Section 10, or may increase or decrease the
    rate of payroll deductions during the Offer Period by completing
    and filing with the Company a change of status notice in the
    form of Exhibit B to this Plan (or such other form or
    method (including electronic forms) as the Administrator may
    designate from time to time) authorizing an increase or decrease
    in the payroll deduction rate. Any increase or decrease in the
    rate of a Participant’s payroll deductions shall be
    effective with the first full payroll period commencing five
    (5) business days after the Company’s receipt of the
    change of status notice unless the Company elects to process a
    given change in participation more quickly. A Participant’s
    subscription agreement (as modified by any change of status
    notice) shall remain in effect for successive Offer Periods
    unless terminated as provided in Section 10. The
    Administrator shall be authorized to limit the number of payroll
    deduction rate changes during any Offer Period.



 



    (d) Notwithstanding the foregoing, to the extent necessary
    to comply with Section 423(b)(8) of the Code and
    Section 3(b) herein, a Participant’s payroll
    deductions shall be decreased to 0%. Payroll deductions shall
    recommence at the rate provided in such Participant’s
    subscription agreement, as amended, at the time when permitted
    under Section 423(b)(8) of the Code and Section 3(b)
    herein, unless such participation is sooner terminated by the
    Participant as provided in Section 10.



 



    7. Grant of Option.  On the
    Enrollment Date, each Participant shall be granted an option to
    purchase (at the applicable Purchase Price) five hundred
    (500) shares of the Common Stock, subject to adjustment as
    provided in Section 18 hereof; provided that such option
    shall be subject to the limitations set forth in
    Sections 3(b), 6 and 12 hereof. Exercise of the option
    shall occur as provided in Section 8, unless the
    Participant has withdrawn pursuant to Section 10, and the
    option, to the extent not exercised, shall expire on the last
    day of the Offer Period with respect to which such option was
    granted. Notwithstanding the foregoing, shares subject to the
    option may only be purchased with accumulated payroll deductions
    credited to a Participant’s account in accordance with
    Section 6 of the Plan. In addition, to the extent an option
    is not exercised on each Purchase Date, the option shall lapse
    and thereafter cease to be exercisable.



 



    8. Exercise of Option.  Unless a
    Participant withdraws from the Plan as provided in
    Section 10, below, the Participant’s option for the
    purchase of shares of Common Stock will be exercised
    automatically on each Exercise Date, by applying the accumulated
    payroll deductions in the Participant’s account to purchase
    the number of full shares subject to the option by dividing such
    Participant’s payroll deductions accumulated prior to such
    Exercise Date and retained in the Participant’s account as
    of the Exercise Date by the applicable Purchase Price. No
    fractional shares will be purchased; any payroll deductions
    accumulated in a Participant’s account which are not
    sufficient to purchase a full share shall be carried over to the
    next Offer Period, whichever applies, or returned to the
    Participant, if the Participant withdraws from the Plan.
    Notwithstanding the foregoing, any amount remaining in a
    Participant’s account following the purchase of shares on
    the Exercise Date due to the application of
    Section 423(b)(8) of the Code or Section 7, above,
    shall be returned to




    

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    the Participant and shall not be carried over to the next Offer
    Period. During a Participant’s lifetime, a
    Participant’s option to purchase shares hereunder is
    exercisable only by the Participant.



 



    9. Delivery.  Upon receipt of a
    request from a Participant after each Exercise Date on which a
    purchase of shares occurs, the Company shall arrange the
    delivery to such Participant, as promptly as practicable, of a
    certificate representing the shares purchased upon exercise of
    the Participant’s option.



 



    10. Withdrawal; Termination of
    Employment.  



 



    (a) A Participant may either (i) withdraw all but not
    less than all the payroll deductions credited to the
    Participant’s account and not yet used to exercise the
    Participant’s option under the Plan or (ii) terminate
    future payroll deductions, but allow accumulated payroll
    deductions to be used to exercise the Participant’s option
    under the Plan at any time by giving written notice to the
    Company in the form of Exhibit B to this Plan (or such
    other form or method (including electronic forms) as the
    Administrator may designate from time to time). If the
    Participant elects withdrawal alternative (i) described
    above, all of the Participant’s payroll deductions credited
    to the Participant’s account will be paid to such
    Participant as promptly as practicable after receipt of notice
    of withdrawal, such Participant’s option for the Offer
    Period will be automatically terminated, and no further payroll
    deductions for the purchase of shares will be made during the
    Offer Period. If the Participant elects withdrawal alternative
    (ii) described above, no further payroll deductions for the
    purchase of shares will be made during the Offer Period, all of
    the Participant’s payroll deductions credited to the
    Participant’s account will be applied to the exercise of
    the Participant’s option on the next Exercise Date (subject
    to Sections 3(b), 6, 7 and 12), and after such Exercise
    Date, such Participant’s option for the Offer Period will
    be automatically terminated and all remaining accumulated
    payroll deduction amounts shall be returned to the Participant.
    If a Participant withdraws from an Offer Period, payroll
    deductions will not resume at the beginning of the succeeding
    Offer Period unless the Participant delivers to the Company a
    new subscription agreement.



 



    (b) Upon termination of a Participant’s employment
    relationship (as described in Section 2(k)), the payroll
    deductions credited to such Participant’s account during
    the Offer Period but not yet used to exercise the option will be
    returned to such Participant or, in the case of
    his/her
    death, to the person or persons entitled thereto under
    Section 14, and such Participant’s option will be
    automatically terminated without exercise of any portion of such
    option.



 



    11. Interest.  No interest shall
    accrue on the payroll deductions credited to a
    Participant’s account under the Plan.



 



    12. Stock.  



 



    (a) The maximum number of shares of Common Stock which
    shall be made available for sale under the Plan shall be one
    million (1,000,000) shares, subject to adjustment upon changes
    in capitalization of the Company as provided in Section 18.
    With respect to any amendment to increase the total number of
    shares of Common Stock under the Plan, the Administrator shall
    have discretion to disallow the purchase of any increased shares
    of Common Stock for Offer Periods in existence prior to such
    increase. If the Administrator determines that on a given
    Exercise Date the number of shares with respect to which options
    are to be exercised may exceed (x) the number of shares
    then available for sale under the Plan or (y) the number of
    shares available for sale under the Plan on the Enrollment
    Date(s) of one or more of the Offer Periods in which such
    Exercise Date is to occur, the Administrator may make a pro rata
    allocation of the shares remaining available for purchase on
    such Enrollment Dates or Exercise Date, as applicable, in as
    uniform a manner as shall be practicable and as it shall
    determine to be equitable, and shall either continue all Offer
    Periods then in effect or terminate any one or more Offer
    Periods then in effect pursuant to Section 19, below. Any
    amount remaining in a Participant’s payroll account
    following such pro rata allocation shall be returned to the
    Participant and shall not be carried over to any future Offer
    Period, as determined by the Administrator.



 



    (b) A Participant will have no interest or voting right in
    shares covered by the Participant’s option until such
    shares are actually purchased on the Participant’s behalf
    in accordance with the applicable provisions of the Plan. No
    adjustment shall be made for dividends, distributions or other
    rights for which the record date is prior to the date of such
    purchase.




    

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    (c) Shares to be delivered to a Participant under the Plan
    will be registered in the name of the Participant or in the name
    of the Participant and his or her spouse, as designated in the
    Participant’s subscription agreement.



 



    13. Administration.  The Plan shall
    be administered by the Administrator which shall have full and
    exclusive discretionary authority to construe, interpret and
    apply the terms of the Plan, to determine eligibility and to
    adjudicate all disputed claims filed under the Plan. Every
    finding, decision and determination made by the Administrator
    shall, to the full extent permitted by Applicable Law, be final
    and binding upon all persons.



 



    14. Designation of Beneficiary.  



 



    (a) Each Participant will file a written designation of a
    beneficiary who is to receive any shares and cash, if any, from
    the Participant’s account under the Plan in the event of
    such Participant’s death. If a Participant is married and
    the designated beneficiary is not the spouse, spousal consent
    shall be required for such designation to be effective.



 



    (b) Such designation of beneficiary may be changed by the
    Participant (and the Participant’s spouse, if any) at any
    time by written notice. In the event of the death of a
    Participant and in the absence of a beneficiary validly
    designated under the Plan who is living (or in existence) at the
    time of such Participant’s death, the Company shall deliver
    such shares
    and/or cash
    to the executor or administrator of the estate of the
    Participant, or if no such executor or administrator has been
    appointed (to the knowledge of the Administrator), the
    Administrator shall deliver such shares
    and/or cash
    to the spouse (or domestic partner, as determined by the
    Administrator) of the Participant, or if no spouse (or domestic
    partner) is known to the Administrator, then to the issue of the
    Participant, such distribution to be made per stirpes (by right
    of representation), or if no issue are known to the
    Administrator, then to the heirs at law of the Participant
    determined in accordance with Section 27.



 



    15. Transferability.  No payroll
    deductions credited to a Participant’s account, options
    granted hereunder, or any rights with regard to the exercise of
    an option or to receive shares under the Plan may be assigned,
    transferred, pledged or otherwise disposed of in any way (other
    than by will, the laws of descent and distribution, or as
    provided in Section 14 hereof) by the Participant. Any such
    attempt at assignment, transfer, pledge or other disposition
    shall be without effect, except that the Administrator may, in
    its sole discretion, treat such act as an election to withdraw
    funds from an Offer Period in accordance with Section 10.



 



    16. Use of Funds.  All payroll
    deductions received or held by the Company under the Plan may be
    used by the Company for any corporate purpose, and the Company
    shall not be obligated to segregate such payroll deductions or
    hold them exclusively for the benefit of Participants. All
    payroll deductions received or held by the Company may be
    subject to the claims of the Company’s general creditors.
    Participants shall have the status of general unsecured
    creditors of the Company. Any amounts payable to Participants
    pursuant to the Plan shall be unfunded and unsecured obligations
    for all purposes, including, without limitation, Title I of
    the Employee Retirement Income Security Act of 1974, as amended.
    The Company shall retain at all times beneficial ownership of
    any investments, including trust investments, which the Company
    may make to fulfill its payment obligations hereunder. Any
    investments or the creation or maintenance of any trust or any
    Participant account shall not create or constitute a trust or
    fiduciary relationship between the Administrator, the Company or
    any Designated Parent or Subsidiary and a Participant, or
    otherwise create any vested or beneficial interest in any
    Participant or the Participant’s creditors in any assets of
    the Company or a Designated Parent or Subsidiary. The
    Participants shall have no claim against the Company or any
    Designated Parent or Subsidiary for any changes in the value of
    any assets that may be invested or reinvested by the Company
    with respect to the Plan.



 



    17. Reports.  Individual accounts
    will be maintained for each Participant in the Plan. Statements
    of account will be given to Participants at least annually,
    which statements will set forth the amounts of payroll
    deductions, the Purchase Price, the number of shares purchased
    and the remaining cash balance, if any.




    

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    18. Adjustments Upon Changes in Capitalization;
    Corporate Transactions.



 



    (a) Adjustments Upon Changes in
    Capitalization.  Subject to any required
    action by the stockholders of the Company, the Reserves, the
    Purchase Price, the maximum number of shares that may be
    purchased in any Offer Period, as well as any other terms that
    the Administrator determines require adjustment shall be
    proportionately adjusted for (i) any increase or decrease
    in the number of issued shares of Common Stock resulting from a
    stock split, reverse stock split, stock dividend, combination or
    reclassification of the Common Stock, (ii) any other
    increase or decrease in the number of issued shares of Common
    Stock effected without receipt of consideration by the Company,
    or (iii) any other transaction with respect to Common Stock
    including a corporate merger, consolidation, acquisition of
    property or stock, separation (including a spin-off or other
    distribution of stock or property), reorganization, liquidation
    (whether partial or complete) or any similar transaction;
    provided, however that conversion of any convertible securities
    of the Company shall not be deemed to have been “effected
    without receipt of consideration.” Such adjustment shall be
    made by the Administrator and its determination shall be final,
    binding and conclusive. Except as the Administrator determines,
    no issuance by the Company of shares of stock of any class, or
    securities convertible into shares of stock of any class, shall
    affect, and no adjustment by reason hereof shall be made with
    respect to, the Reserves and the Purchase Price.



 



    (b) Corporate Transactions.  In the
    event of a proposed Corporate Transaction, each option under the
    Plan shall be assumed by such successor corporation or a parent
    or subsidiary of such successor corporation, unless the
    Administrator, in the exercise of its sole discretion and in
    lieu of such assumption, determines to shorten the Offer Period
    then in progress by setting a new Exercise Date (the “New
    Exercise Date”). If the Administrator shortens the Offer
    Period then in progress in lieu of assumption in the event of a
    Corporate Transaction, the Administrator shall notify each
    Participant in writing at least ten (10) business days
    prior to the New Exercise Date, that the Exercise Date for the
    Participant’s option has been changed to the New Exercise
    Date and that either:



 



    (1) the Participant’s option will be exercised
    automatically on the New Exercise Date, unless prior to such
    date the Participant has withdrawn from the Offer Period as
    provided in Section 10; or



 



    (2) the Company shall pay to the Participant on the New
    Exercise Date an amount in cash, cash equivalents, or property
    as determined by the Administrator that is equal to the excess,
    if any, of (i) the Fair Market Value of the shares subject
    to the option over (ii) the Purchase Price due had the
    Participant’s option been exercised automatically under
    Subsection (b)(1) above. In addition, all remaining accumulated
    payroll deduction amounts shall be returned to the Participant.



 



    For purposes of this Subsection, an option granted under the
    Plan shall be deemed to be assumed if, in connection with the
    Corporate Transaction, the option is replaced with a comparable
    option with respect to shares of capital stock of the successor
    corporation or Parent thereof. The determination of option
    comparability shall be made by the Administrator prior to the
    Corporate Transaction and its determination shall be final,
    binding and conclusive on all persons.



 



    19. Amendment or Termination.  



 



    (a) The Administrator may at any time and for any reason
    terminate or amend the Plan and such termination can affect
    options previously granted. The Plan or any one or more Offer
    Periods may be terminated by the Administrator on any Exercise
    Date or by the Administrator establishing a new (earlier or
    later) Exercise Date with respect to any Offer Period then in
    progress if the Administrator determines that the termination of
    the Plan or such one or more Offer Periods is in the best
    interests of the Company and its stockholders. To the extent
    necessary to comply with Section 423 of the Code (or any
    successor rule or provision or any other Applicable Law), the
    Company shall obtain stockholder approval in such a manner and
    to such a degree as required.



 



    (b) Without stockholder consent, the Administrator shall be
    entitled to limit the frequency
    and/or
    number of changes in the amount withheld during Offer Periods,
    determine the length of any future Offer Period, determine
    whether future Offer Periods shall be consecutive or
    overlapping, establish the exchange ratio applicable to amounts
    withheld in a currency other than U.S. dollars, establish
    additional terms, conditions,




    

    7








 






    rules or procedures to accommodate the rules or laws of
    applicable foreign jurisdictions, permit payroll withholding in
    excess of the amount designated by a Participant in order to
    adjust for delays or mistakes in the Company’s processing
    of properly completed withholding elections, establish
    reasonable waiting and adjustment periods
    and/or
    accounting and crediting procedures to ensure that amounts
    applied toward the purchase of Common Stock for each Participant
    properly correspond with amounts withheld from the
    Participant’s Compensation, and establish such other
    limitations or procedures as the Administrator determines in its
    sole discretion advisable and which are consistent with the Plan.



 



    20. Notices.  All notices or other
    communications by a Participant to the Company under or in
    connection with the Plan shall be deemed to have been duly given
    when received in the form specified by the Administrator at the
    location, or by the person, designated by the Administrator for
    the receipt thereof.



 



    21. Conditions Upon Issuance of
    Shares.  Shares shall not be issued with
    respect to an option unless the exercise of such option and the
    issuance and delivery of such shares pursuant thereto shall
    comply with all Applicable Laws and shall be further subject to
    the approval of counsel for the Company with respect to such
    compliance. The Company shall have no obligation to effect any
    registration or qualification of the Shares under federal or
    state laws. As a condition to the exercise of an option, the
    Company may require the Participant to represent and warrant at
    the time of any such exercise that the shares are being
    purchased only for investment and without any present intention
    to sell or distribute such shares if, in the opinion of counsel
    for the Company, such a representation is required by any of the
    aforementioned Applicable Laws or is otherwise advisable. In
    addition, no options shall be exercised or shares issued
    hereunder before the Plan shall have been approved by
    stockholders of the Company as provided in Section 23.



 



    22. Term of Plan.  The Plan shall
    become effective upon its approval by the stockholders of the
    Company. It shall continue in effect for a term of twenty
    (20) years unless sooner terminated under Section 19.



 



    23. Stockholder
    Approval.  Continuance of the Plan shall be
    subject to approval by the stockholders of the Company within
    twelve (12) months before or after the date the Plan is
    adopted. Such stockholder approval shall be obtained in the
    degree and manner required under Applicable Laws.



 



    24. No Employment Rights.  The Plan
    does not, directly or indirectly, create any right for the
    benefit of any employee or class of employees to purchase any
    shares under the Plan, or create in any employee or class of
    employees any right with respect to continuation of employment
    by the Company or a Designated Parent or Subsidiary, and it
    shall not be deemed to interfere in any way with such
    employer’s right to terminate, or otherwise modify, an
    employee’s employment at any time.



 



    25. No Effect on Retirement and Other Benefit
    Plans.  Except as specifically provided in a
    retirement or other benefit plan of the Company or a Designated
    Parent or Subsidiary, participation in the Plan shall not be
    deemed compensation for purposes of computing benefits or
    contributions under any retirement plan of the Company or a
    Designated Parent or Subsidiary, and shall not affect any
    benefits under any other benefit plan of any kind or any benefit
    plan subsequently instituted under which the availability or
    amount of benefits is related to level of compensation. The Plan
    is not a “Retirement Plan” or “Welfare Plan”
    under the Employee Retirement Income Security Act of 1974, as
    amended.



 



    26. Effect of Plan.  The provisions
    of the Plan shall, in accordance with its terms, be binding
    upon, and inure to the benefit of, all successors of each
    Participant, including, without limitation, such
    Participant’s estate and the executors, administrators or
    trustees thereof, heirs and legatees, and any receiver, trustee
    in bankruptcy or representative of creditors of such Participant.



 



    27. Governing Law.  The Plan is 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, except to the
    extent the internal laws of the State of Maryland are superseded
    by the laws of the United States. Should any provision of the
    Plan be determined by a court of law to be illegal or
    unenforceable, the other provisions shall nevertheless remain
    effective and shall remain enforceable.




    

    8








 






    28. Dispute Resolution.  The
    provisions of this Section 28 (and as restated in the
    Subscription Agreement) shall be the exclusive means of
    resolving disputes arising out of or relating to the Plan. The
    Company and the Participant, or their respective successors (the
    “parties”), shall attempt in good faith to resolve any
    disputes arising out of or relating to the Plan by negotiation
    between individuals who have authority to settle the
    controversy. Negotiations shall be commenced by either party by
    notice of a written statement of the party’s position and
    the name and title of the individual who will represent the
    party. Within thirty (30) days of the written notification,
    the parties shall meet at a mutually acceptable time and place,
    and thereafter as often as they reasonably deem necessary, to
    resolve the dispute. If the dispute has not been resolved by
    negotiation, the parties agree that any suit, action, or
    proceeding arising out of or relating to the Plan shall be
    brought 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 Columbia) 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. THE PARTIES ALSO EXPRESSLY
    WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY
    SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions
    of this Section 28 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.




    

    9








 









 




    Exhibit A

    



 




    Sourcefire,
    Inc. 2007 Employee Stock Purchase Plan







    SUBSCRIPTION AGREEMENT



 



    Effective with the Offer Period beginning on:




    o  ESPP Effective
    Date  o  February 15,
    200     
           
    or  o  August 15,
    200     



 


 


		
	    1.  	
    Personal Information




 


	 	 	 	 	 
	

    Legal Name (Please
    Print) ­
    ­
    


	
 
	
    

	
 
	
    


	

                               (Last)(First)(MI)
    


	
 
	
    LocationDepartment
    

	

    Street
    Address ­
    ­
    


	
 
	
     ­
    ­
    

	
 
	
 
	
    Daytime Telephone
    

	

    City, State/Country,
    Zip ­
    ­
    


	
 
	
     ­
    ­
    

	
 
	
 
	
    E-Mail Address
    

	

    Social Security
    No. ­
    ­-­
    ­-­
    ­
    Employee I.D. No
    


	
 
	
     ­
    ­
    

	
 
	
 
	
    Manager  Mgr. Location
    









 


		
	    2.  
	    Eligibility   Any Employee whose customary
    employment is more than 20 hours per week and more than
    5 months per calendar year, and who does not hold (directly
    or indirectly) five percent (5%) or more of the combined voting
    power of the Company, a parent or a subsidiary, whether in stock
    or options to acquire stock is eligible to participate in the
    Sourcefire, Inc. 2007 Employee Stock Purchase Plan (the
    “ESPP”); provided, however, that Employees who are
    subject to the rules or laws of a foreign jurisdiction that
    prohibit or make impractical the participation of such Employees
    in the ESPP are not eligible to participate.

	 
	    3.  
	    Definitions  Each capitalized term in this
    Subscription Agreement shall have the meaning set forth in the
    ESPP.

	 
	    4.  
	    Subscription  I hereby elect to participate in
    the ESPP and subscribe to purchase shares of the Company’s
    Common Stock in accordance with this Subscription Agreement and
    the ESPP. I have received a complete copy of the ESPP and a
    prospectus describing the ESPP and understand that my
    participation in the ESPP is in all respects subject to the
    terms of the ESPP. The effectiveness of this Subscription
    Agreement is dependent on my eligibility to participate in the
    ESPP.

	 
	    5.  
	    Payroll Deduction Authorization  I hereby
    authorize payroll deductions from my Compensation during the
    Offer Period in the percentage specified below (payroll
    reductions may not exceed 10% of Compensation nor the limitation
    under Section 423(b)(8) of the Code and the regulations
    thereunder). I understand that the Company is not obligated to
    segregate my payroll deductions or hold them exclusively for my
    benefit.




 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
    Percentage to be Deducted (circle one
	
    )
	
 
	
 
	
    1
	
    %
	
 
	
 
	
    2
	
    %
	
 
	
 
	
    3
	
    %
	
 
	
 
	
    4
	
    %
	
 
	
 
	
    5
	
    %
	
 
	
 
	
    6
	
    %
	
 
	
 
	
    7
	
    %
	
 
	
 
	
    8
	
    %
	
 
	
 
	
    9
	
    %
	
 
	
 
	
    10
	
    %









 







		
	    6.  
	    ESPP Accounts and Purchase Price  I understand
    that all payroll deductions will be credited to my account under
    the ESPP. No additional payments may be made to my account. No
    interest will be credited on funds held in the account at any
    time including any refund of the account caused by withdrawal
    from the ESPP. All payroll deductions shall be accumulated for
    the purchase of Company Common Stock at the applicable Purchase
    Price determined in accordance with the ESPP.

	 
	    7.  
	    Withdrawal and Changes in Payroll Deduction  I
    understand that I may discontinue my participation in the ESPP
    at any time prior to an Exercise Date as provided in
    Section 10 of the ESPP, but if I do not withdraw from the
    ESPP, any accumulated payroll deductions will be applied
    automatically to purchase Company Common Stock. I may increase
    or decrease the rate of my payroll deductions in whole
    percentage increments to not less than one percent (1%) on one
    occasion during any Offer Period by completing and timely filing
    a Change of Status Notice. Any increase or decrease will be
    effective for the





    

    10








 






    full payroll period occurring after five (5) business days
    from the Company’s receipt of the Change of Status Notice.



 


		
	    8.  
	    Perpetual Subscription  I understand that this
    Subscription Agreement shall remain in effect for successive
    Offer Periods until I withdraw from participation in the ESPP,
    or termination of the ESPP.

	 
	    9.  
	    Taxes  I have reviewed the ESPP prospectus
    discussion of the federal tax consequences of participation in
    the ESPP and consulted with tax consultants as I deemed
    advisable prior to my participation in the ESPP. I hereby agree
    to notify the Company in writing within thirty (30) days of
    any disposition (transfer or sale) of any shares purchased under
    the ESPP if such disposition occurs within two (2) years of
    the Enrollment Date (the first day of the Offer Period during
    which the shares were purchased) or within one (1) year of
    the Exercise Date (the date I purchased such shares), and I will
    make adequate provision to the Company for foreign, federal,
    state or other tax withholding obligations, if any, which arise
    upon the disposition of the shares. In addition, the Company may
    withhold from my Compensation any amount necessary to meet
    applicable tax withholding obligations incident to my
    participation in the ESPP, including any withholding necessary
    to make available to the Company any tax deductions or benefits
    contingent on such withholding.

	 
	    10. 
	    Dispute Resolution  The provisions of this
    Section 10 and Section 28 of the ESPP shall be the
    exclusive means of resolving disputes arising out of or relating
    to the Plan. The Company and I, or our respective
    successors (the “parties”), shall attempt in good
    faith to resolve any disputes arising out of or relating to the
    Plan by negotiation between individuals who have authority to
    settle the controversy. Negotiations shall be commenced by
    either party by notice of a written statement of the
    party’s position and the name and title of the individual
    who will represent the party. Within thirty (30) days of
    the written notification, the parties shall meet at a mutually
    acceptable time and place, and thereafter as often as they
    reasonably deem necessary, to resolve the dispute. If the
    dispute has not been resolved by negotiation, the Company and I
    agree that any suit, action, or proceeding arising out of or
    relating to the Plan shall be brought 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 Columbia) and that we
    shall submit to the jurisdiction of such court. The Company and
    I irrevocably waive, to the fullest extent permitted by law, any
    objection we may have to the laying of venue for any such suit,
    action or proceeding brought in such court. THE COMPANY AND I
    ALSO EXPRESSLY WAIVE ANY RIGHT WE HAVE OR MAY HAVE TO A JURY
    TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more
    provisions of this Section 10 or Section 28 of the
    ESPP shall for any reason be held invalid or unenforceable, it
    is the specific intent of the Company and I that such provisions
    shall be modified to the minimum extent necessary to make it or
    its application valid and enforceable.

	 
	    11. 
	    Designation of Beneficiary  In the event of my
    death, I hereby designate the following person or trust as my
    beneficiary to receive all payments and shares due to me under
    the ESPP:




 



    o  I am
    single  o  I
    am married



 


	 	 	 
	

    Beneficiary (please
    print) ­
    ­
    


	
 
	
    Relationship to Beneficiary (if any)
    

	

    
                                          (Last)                      (First)                      (MI)
    


	
 
	
 

	

    Street
    Address ­
    ­
    


	
 
	
     ­
    ­
    

	

    City, State/Country, Zip ­
    ­
    


	
 
	
 









 


		
	    12. 	
    Termination of ESPP  I understand that the
    Company has the right, exercisable in its sole discretion, to
    amend or terminate the ESPP at any time, and a termination may
    be effective as early as an Exercise Date, including the
    establishment of an alternative date for an Exercise Date within
    each outstanding Offer Period.




 


	 	 	 
	

    Date: ­
    ­
    


	
 
	
    Employee
    Signature: ­
    ­
    

	
 
	
 
	
 

	
 
	
 
	
                     ­
    ­
    

	
 
	
 
	
                     spouse’s
    signature (if beneficiary is other than spouse)
    










    

    11








 









 




    Exhibit B







 




    Sourcefire,
    Inc. 2007 Employee Stock Purchase Plan

    CHANGE OF STATUS
    NOTICE



 








    Participant Name (Please Print)



 








    Social Security Number



 





 



     o  Withdrawal
    From ESPP



 



    I hereby withdraw from the Sourcefire, Inc. 2007 Employee Stock
    Purchase Plan (the “ESPP”) and agree that my option
    under the applicable Offer Period will be automatically
    terminated and all accumulated payroll deductions credited to my
    account will be refunded to me or applied to the purchase of
    Common Stock depending on the alternative indicated below. No
    further payroll deductions will be made for the purchase of
    shares in the applicable Offer Period and I shall be eligible to
    participate in a future Offer Period only by timely delivery to
    the Company of a new Subscription Agreement.



 



     o  Withdrawal
    and Purchase of Common Stock



 



    Payroll deductions will terminate, but your account balance will
    be applied to purchase Common Stock on the next Exercise Date.
    Any remaining balance will be refunded.



 



     o  Withdrawal
    Without Purchase of Common Stock



 



    Entire account balance will be refunded to me and no Common
    Stock will be purchased on the next Exercise Date provided this
    notice is submitted to the Company ten (10) business days
    prior to the next Exercise Date.



 





 



     o  Change
    in Payroll Deduction



 



    I hereby elect to change my rate of payroll deduction under the
    ESPP as follows (select one):



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
    Percentage to be Deducted (circle one
	
    )
	
 
	
 
	
    1
	
    %
	
 
	
 
	
    2
	
    %
	
 
	
 
	
    3
	
    %
	
 
	
 
	
    4
	
    %
	
 
	
 
	
    5
	
    %
	
 
	
 
	
    6
	
    %
	
 
	
 
	
    7
	
    %
	
 
	
 
	
    8
	
    %
	
 
	
 
	
    9
	
    %
	
 
	
 
	
    10
	
    %









 



    An increase or a decrease in payroll deduction will be effective
    for the first full payroll period commencing no fewer than five
    (5) business days following the Company’s receipt of
    this notice, unless this change is processed more quickly.



 





 


	 	 	 	 	 
	

    o  Change
    of Beneficiary
    


	
 
	
    o  I
    am single
    
	
 
	
    o  I
    am married
    









 



    This change of beneficiary shall terminate my previous
    beneficiary designation under the ESPP. In the event of my
    death, I hereby designate the following person or trust as my
    beneficiary to receive all payments and shares due to me under
    the ESPP:



 


	 	 	 
	

    Beneficiary (please
    print) ­
    ­
    


	
 
	
    Relationship to Beneficiary (if
    any)
    

	

    
                                          (Last)                         (First)                         (MI)
    


	
 
	
 

	

    Street
    Address ­
    ­
    


	
 
	
    


	

    City, State/Country,
    Zip ­
    ­
    


	
 
	
 









 





 


	 	 	 
	

    Date: ­
    ­
    


	
 
	
    Employee
    Signature: ­
    ­
    

	
 
	
 
	
                         ­
    ­
    

	
 
	
 
	
                        spouse’s
    signature (if new beneficiary is other than spouse)
    










    

    12