Support.com 2007 Annual Report Download - page 96

“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 office where you regularly work, without your approval; (c) a material breach
by the Company of its obligations under the terms of your employment with the Company; or (d) in connection with a Change of
Control, you report to someone other than the CEO of the parent or successor entity.
As a Company employee, you will also be eligible to receive all employee benefits, which will include health care (medical, vision,
prescription drug, dental, hospital) and life and disability insurance (life, accidental death and dismemberment, long term disability,
short term disability), vacation (paid time off) of 20 days per annum and 12 public holidays in accordance with the company’s
published schedule, etc. You should note that the Company reserves the right to modify compensation and benefits from time to time,
as it deems necessary.
You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a
result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment
relationship with you at any time, with or without cause, and with or without notice.
For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be provided to us during your Orientation period (schedule
to be confirmed), or our employment relationship with you may be terminated.
You agree that, during the term of your employment with the Company, you will not actively engage in any other employment,
occupation, consulting or other business directly or indirectly related to the business in which the Company is now involved or
becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations
to the Company.
As a Company employee, you will be expected to abide by the Company’s rules and regulations. You will be expected to sign and
comply with an Employment, Confidential Information and Invention Assignment Agreement (the “Employee NDA”) that requires,
among other provisions, the assignment of patent rights to any invention made during your employment at the Company and
non-disclosure of proprietary information. Your employment will be contingent upon and not be deemed effective until you have
executed and returned the Employee NDA to the Company.
As provided in the Employee NDA, in the event of any dispute or claim relating to or arising out of our employment relationship, you
and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American
Arbitration Association in San Mateo County, California (or some other mutually agreed upon location) under the National Rules for
the Resolution of Employment Disputes. The Company agrees to pay the fees and costs of the arbitrator. However, as also provided in
the Employee NDA, we agree that this arbitration provision shall not apply to any disputes or claims relating to or arising out of the
misuse or misappropriation of the other party’s trade secrets or proprietary information.
To indicate your acceptance of the Company’s offer, please sign and date this letter on or before 5:00 PM, Thursday, August 24, 2006,
in the space provided below, and return it to me. A duplicate original is enclosed for your records. This letter, along with the
agreement relating to proprietary rights between you and the Company, sets forth the terms of your employment with the Company
and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by
a written agreement, signed by an officer of the Company and you.
We look forward to working with you.
Sincerely,
/s/ Joshua Pickus
Joshua Pickus
Chief Executive Officer
SupportSoft
Source: SUPPORTSOFT INC, 10-K, March 13, 2008