MATTHEW MEDEIROS EMPLOYMENT AGREEMENT
This Agreement is made by and between SonicWALL, Inc. (the “Company”) and Matthew Medeiros (“Executive” or
A. This Agreement is intended to strongly encourage Executive to join and remain with the Company.
B. The Board believes that it is in the best interests of the Company and its stockholders to provide Executive with an
incentive to begin and to continue his employment and to motivate Executive to maximize the value of the Company for the
benefit of its stockholders.
C. The Board also believes that it is in the best interests of the Company and its stockholders to provide Executive with
severance benefits upon certain terminations of his employment, including ninety days prior to and within one year following a
Change of Control, which provides Executive with enhanced financial security and incentive and encouragement to remain with
the Company notwithstanding the possibility of a Change of Control.
1. Duties and Scope of Employment .
(a) Positions; Employment Commencement Date . Executive shall commence employment under this Agreement
upon March 14, 2003 (the “Employment Commencement Date”). On and after the Employment Commencement Date,
Executive shall serve as President and Chief Executive Officer, reporting to the Board of Directors of the Company (the
“Board”). On the Employment Commencement Date, Executive shall be appointed as a member of the Board. The period of
Executive’s employment hereunder is referred to herein as the “Employment Term.”
(b) Obligations . During the Employment Term, Executive shall devote his full business efforts and time to the
Company. Subject to the prior formal approval of the Board or its Compensation Committee, which shall not unreasonably
be withheld, one (1) year after the Employment Commencement Date, or sooner if approved by the Board or its
Compensation Committee, Exe