Support.com 2007 Annual Report Download - page 98

EXHIBIT 10.10
November 22, 2006
Richard Mandeberg
Dear Richard,
On behalf of SupportSoft, Inc., a Delaware Corporation (“the Company”), we are pleased to offer you the position of Senior Vice
President, Consumer Business Development, with a start date of December 18, 2006, reporting to the Chief Executive Officer. As part
of SupportSoft’s hiring policy, you will be asked to sign a Release for a background check.
The offer will include an annual equivalent base salary of $240,000. 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% of your base salary for an
annual equivalent On Target Earnings of $305,000. Your MBO plan will provide for overachievement opportunities at least equal to
your base MBO opportunity. MBO’s will be determined within thirty days of hire and will be based on specific objectives agreed
upon between you and the Chief Executive Officer. Payments on MBO’s will be made no less frequently than every six months based
on achievement of results in the preceding period. Eligibility for MBO’s will commence with the period beginning January 1, 2007
We will recommend to the Compensation Committee at the first meeting following your start date that you are granted 374,000 stock
options that will carry vesting and exercise provisions in accordance with the Company’s standard policies. 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 becomes effective.
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 you 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.
“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).
Source: SUPPORTSOFT INC, 10-K, March 13, 2008