Support.com 2006 Annual Report Download - page 89

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made by you during the 6 month period following your termination.
Notwithstanding anything in this offer, the Plan or the applicable stock option agreements to the contrary, if the Company is subject to
a Change of Control (as defined in the Stock Option Agreement) before your employment with the Company terminates and you are
subject to an Involuntary Termination within 12 months on or after that Change of Control, then 50% of the then−unvested shares
subject to the Option will become vested and exercisable upon such Involuntary Termination (as defined below). Notwithstanding
anything to the contrary in the Stock Option Agreement, a “going private” transaction shall not constitute a Change of Control.
“Involuntary Termination” means either (a) that your employment is terminated by the Company without Cause (as defined below)
or (b) that you resign for Good Reason (as defined below). If you wish to resign your employment for Good Reason, you will give the
Company 30 day’s written notice of resignation. The Company will have 30 days from receipt of such written notice to cure the
reason(s) for your resignation before you are entitled to receive any benefits as a result of resignation for Good Reason. In order to
receive any benefits upon termination, you will be required (i) to sign a general release in a form acceptable to you and the Company,
of claims that you may have against the Company and (ii) to return all Company property. In exchange for signing the Release, you
will be eligible to receive a payment equivalent to six months of your base pay and 50% of the bonus target in effect for the year in
which you are terminated. Additionally, you will be reimbursed for any COBRA payments made by you during the 6 month period
following your termination. Involuntary termination does not include termination by reason of death or Permanent Disability.
“Permanent Disability” means your inability to perform the essential functions of your position with or without reasonable
accommodation for a period of 120 consecutive days because of your physical or mental impairment.
“Cause” means a determination in the reasonable good faith of the Company that you have: (a) engaged in any act of fraud,
embezzlement or dishonesty or any other act in violation of the law, including but not limited to, the conviction of, or pleading no lo
contender to, a felony (except for ordinary traffic violations); (b) materially breached your fiduciary duty to the Company; (c)
unreasonably refused to perform the good faith and lawful instructions of the CEO (d) engaged in willful misconduct or gross
negligence that has a material adverse effect on the Company; (e) willfully breached the Employment, Confidential Information and
Invention Assignment Agreement; or (f) made any willful unauthorized use or disclosure of confidential information or trade secrets
of the Company (or any parent or subsidiary).
“Good Reason” means (a) you are assigned significant duties inconsistent with your current position in the Company or your
employment terms or responsibilities are materially diminished by the Company; (b) you are required to relocate to a regular work
location that is more than 50 miles from the Company’s
2
Source: SUPPORTSOFT INC, 10−K, March 16, 2007