S ONIC WALL, I NC .
R ETENTION AND S EVERANCE A GREEMENT
F OR E XECUTIVE O FFICERS
Adopted April 20, 2004
1. G ENERAL
1.1 Purpose . The purpose of this Agreement is to provide specified compensation and benefits to the undersigned
executive officer, , (the “ Executive ”) of the Company in the event of a Termination Upon Change of
Control or a Termination in Absence of Change of Control as an incentive to the Executive to remain in the
employment of the Company and to be focused and motivated to work to maximize the value of the Company for the
benefit of its stockholders.
1.2 At-Will Employment . This Agreement does not affect the “at-will” nature of the Executive’s employment with the
Company and, accordingly, the Company or the Executive may terminate the Executive’s employment at any time
without notice and for any reason or no reason. Subject to the terms of any applicable written employment agreement
between Company and the Executive, this Agreement does not obligate the Company to continue to employ the
Executive for any specific period of time, or in any specific role or geographic location.
1.3 Release of Claims . Executive’s receipt of payments and benefits under this Agreement is conditioned upon the
deliver by Executive of a signed Agreement and Release of Claims in substantially the form attached hereto as Exhibit
A , provided, however, that the Executive shall not be required to release any rights the Executive may have to be
indemnified by the Company.
1.4 Defined Terms . Capitalized terms used in this Agreement and not defined in the text of this Agreement shall have the
meanings set forth in Section 5, unless the context clearly requires a different meaning.
T ERMINATION U PON C HANGE OF C ONTROL
In the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to the severance
compensation described below.
2.1 Prior Obligations . (Su