Support.com 2007 Annual Report Download - page 95

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EXHIBIT 10.9
August 22, 2006
Anthony J. Rodio
Dear Anthony,
On behalf of SupportSoft, Inc., a Delaware Corporation (“the Company”), we are pleased to offer you the position of Chief Marketing
Officer, effective September 6, 2006, reporting to the Chief Executive Officer.
The offer will include an annual equivalent base salary of $220,000. 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 25% paid out on a quarterly basis for
an annual equivalent On Target Earnings (OTE) of $275,000. 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 and approved by the Compensation Committee. 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 that you are granted an option to purchase 399,000 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.
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 and 50% of the bonus target in effect for the year in which your are terminated paid in a lump sum or, at
the Company’s option, in installments over a period of six months, subject to appropriate deductions Additionally, you will be
reimbursed for any COBRA payments 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. 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.
Source: SUPPORTSOFT INC, 10-K, March 13, 2008