CHANGE IN CONTROL SEVERANCE AGREEMENT

Exhibit 10.2

CHANGE IN CONTROL SEVERANCE AGREEMENT

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of April 26, 2005, (the “Effective Date”), by and between Bradley Sparks (“Executive”) and WatchGuard Technologies, Inc., a Delaware corporation, (the “Company”).

As of the Effective Date, Executive will serve as an employee of the Company in the position of Chief Financial Officer (“CFO”) with appropriate authority and responsibilities for such role. As CFO, Executive shall report directly to the Company’s Chief Executive Officer. Executive’s office will be located in the Seattle, Washington area and Executive’s duties shall primarily be performed there. Executive will earn an annual base salary of $220,000 (subject to adjustment in accordance with the Company’s policy), which shall cover all hours worked, payable in the time and manner that salary is paid by the Company to employees generally, and subject to required tax withholding. Executive will be eligible to receive a bonus (if any) in accordance with the Company’s policy.

(a) Cause . “Cause” has the same meaning as in the Plan.

(b) Corporate Transaction . “Corporate Transaction” has the same meaning as in the Plan.

(c) Good Reason . “Good Reason” has the same meaning as in the Plan.

(d) Plan . “Plan” means the Company’s Amended and Restated 1996 Stock Incentive Compensation Plan.

(e) Total Disability . “Total Disability” shall be deemed to occur on the ninetieth (90th) consecutive or non-consecutive calendar day within any twelve (12) month period that Executive is unable to perform his duties because of any mental or physical impairment of Executive which is expected to result in death or which has lasted or is expected to last for a continuous period of 12 months or more and which causes Executive to be unable, in the opinion of the Company, to perform his duties for the Company and to be engaged in any substantial gainful activity.

(a) Executive shall be entitled to receive a severance payment from the Company (the “Severance Payment”) if within the first eighteen (18) month period after the occurrence of a Corporate Transaction, either:

For all purposes under this Agreement, the amount of the Severance Payment shall be equal to one (1) times Executive’s annual base salary as in effect on the date of termination of Executive’s employment. The Severance Payment shall be paid to Executive in a single cash lump sum payment not later than seven (7) business days following the date that the conditions in Section 2(c) with respect to the release of claims are satisfied.

The Severance Payment shall be in lieu of any other post-termination of employment payments or benefits.

(b) Mitigation . Except as may be expressly provided elsewhere in this Agreement, Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 2 (whether by seeking new employment or in any other manner). No such payment shall be reduced by earnings that Executive may receive from any other source. Notwithstanding the foregoing, to the extent Executive receives severance or similar payments and/or benefits under any other Company plan, program, agreement, policy, practice, or the like, not referenced herein, the Severance Payment due to Executive under this Agreement will be correspondingly reduced (and vice-versa).

(c) Conditions . All payments and benefits provided under this Section 2 are conditioned on Executive’s continuing compliance with this Agreement and the Company’s policies and Executive’s execution (and effectiveness) of a severance agreement including a release of claims and covenant not to sue in a form reasonably acceptable to the Company. No Severance Payment shall be provided to Executive unless and until such severance agreement is effective.

(a) Excise Taxes . In the event that it is determined that any payment or distribution of any type to or for the benefit of Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then such payments or distributions shall be payable either (x) in full or (y) as to such lesser amount which would result in no portion of such payments or distri