AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
Exhibit 10.4
AMENDMENT NO. 1
TO
This Amendment No. 1 to the Participation Agreement of Xxxxxx X. XxXxxxxxx (the “Amendment”),
effective March 31, 2011, is made by and between Sourcefire, Inc., a Delaware corporation (the
“Company”), and Xxxxxx X. XxXxxxxxx (the “Executive”).
Whereas, the Company and Executive entered into that certain letter agreement
effective August 25, 2008, establishing a Participation Agreement pursuant to the Sourcefire, Inc.
Executive Change in Control Severance Plan (the “Participation Agreement”); and
Whereas, the Company and the Executive desire to amend the Participation Agreement.
Now Therefore, in consideration of the promises and mutual covenants herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive agree as follows:
1. Section 1(d) of the Participation Agreement is amended to read, in its entirety, as follows:
Definition and Interpretation of Good Reason. As provided by Section 6.2 of
the Plan, the definition of “Good Reason” found in Section 2.10 of the Plan shall
be deleted in its entirety and replaced with the following:
“‘Good Reason’ shall mean (i) a material decrease in the Participant’s
Base Salary and/or Target Bonus, (ii) a material reduction or material
adverse change in the Participant’s authority, duties, title or, job
responsibilities, or reporting structure, (iii) a geographic relocation of
the Participant without his or her consent more than thirty (30) miles
from the current location of his or her office as of the date hereof), or
(iv) a willful and continued material breach by the Company of this
Agreement or the ‘Assignment of Inventions, Non-Disclosure,
Non-Solicitation and Non-Competition Agreement’ that has a material
adverse effect on the Participant; provided, however, that any proposed
Termination of Employment by the Participant shall be presumed to be other
than for Good Reason, unless the Participant first provides written notice
to the Company within ninety (90) days following the effective date of
such event, and the Company has been provided a
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period of at least thirty (30) days after receipt of the Participant’s
notice during which to cure, rescind or otherwise remedy the actions,
events, or circumstances described in such notice. The Participant’s
Termination of Employment shall not be considered to be for Good Reason
unless it occurs no more than one hundred and twenty (120) days following
the initial occurrence of the purported Good Reason event(s) as described
above”.
Notwithstanding any contrary provision in the Plan or this Participation
Agreement, the parties acknowledge and agree that the reassignment of managerial
authority over the Company’s Information Technology and Operations Department from
you to the Company’s Chief Financial Officer shall not constitute Good Reason.
2. Except as herein amended, the Participation Agreement is hereby ratified, confirmed and
affirmed for all purposes and in all respects.
In Witness Whereof, the undersigned parties have executed this Amendment as of the
date first written above.
ACCEPTED AND AGREED TO: SOURCEFIRE, INC. |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx X. Xxxxxxx | |||
| Title: | Chief Financial Officer and Treasurer | |||
| /s/ Xxxxxx X. XxXxxxxxx | ||||
| Xxxxxx X. XxXxxxxxx | ||||
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