Support.com 2006 Annual Report Download - page 88

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Exhibit 10.11
July 21, 2006
Robert Barnum
Dear Robert,
On behalf of SupportSoft, Inc., a Delaware Corporation (“the Company”), we are pleased to offer you the position of Senior Vice
President of Global Services, effective August 1, 2006, reporting to the Chief Executive Officer. This offer is contingent upon the
completion of satisfactory reference and background checks.
The offer will include an annual equivalent base salary of $225,000. The base salary will be paid semi−monthly in accordance with
the Company’s normal payroll procedures. You will also be entitled to an MBO opportunity of up to $125,000 paid out on a quarterly
basis for an annual equivalent On Target Earnings (OTE) of $350,000. MBO’s will be determined within sixty days of hire and will
be based on specific objectives agreed upon between you and the Chief Executive Officer. You may be awarded an incentive bonus
in excess of the target bonus based on your performance, as determined in the sole discretion of the Compensation Committee.
We will recommend to the Compensation Committee at the first meeting following your start date that you are granted an option to
purchase 300,000 shares of the Company’s Common Stock (the “Option”). The exercise price per share will be set at the fair market
value (defined as the closing price) of the common stock on the day the grant is approved. The option will be subject to the terms and
conditions applicable to options granted under the Company’s 2000 Omnibus Equity Incentive Plan (the “Plan”), as described in the
Plan and the applicable Stock Option Agreement. Your option will be subject to vesting, such that you shall vest in 25% of the
underlying shares one full year after the grant date, and thereafter in equal monthly installments over the following 36 months
conditioned on your continuous common law employment, as described in the applicable Stock Option Agreement.
Following the initial twelve month period of your employment, you will be eligible to receive additional equity compensation awards
as determined by the Compensation Committee in its sole discretion, and it is anticipated that such grants will be made if appropriate
taking into account performance, overall compensation and such other considerations as the Compensation Committee may deem
relevant.
In the event you are subject to an Involuntary Termination (as defined below) you will be entitled to a severance equivalent to six
months of your base salary paid in a lump sum or, at the Company’s option, in installments over a period of six months, subject to
appropriate deductions and 50% of the bonus target in effect for the year in which your are terminated. Additionally, you will be
reimbursed for any COBRA payments
Source: SUPPORTSOFT INC, 10−K, March 16, 2007