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FORM 10-K
SUPPORTSOFT INC - SPRT
Filed: March 11, 2009 (period: December 31, 2008)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    FORM 10-K SUPPORTSOFT INC - SPRT Filed: March 11, 2009 (period: December 31, 2008) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ...ISSUER PURCHASES OF EQUITY SECURITIES. SELECTED CONSOLIDATED FINANCIAL DATA. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND.... DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. EXECUTIVE COMPENSATION. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED ...

  • Page 3
    ... STATEMENT SCHEDULES. SIGNATURES EXHIBIT INDEX EX-10.5 (AMENDED AND RESTATED EMPLOYMENT AGREEMENT - JOSH PICKUS) EX-10.8 (AMENDED AND RESTATED EMPLOYMENT OFFER LETTER - ANTHONY RODIO) EX-10.9 (AMENDED AND RESTATED EMPLOYMENT OFFER LETTER - RICHARD MANDEBERG) EX-21.1 (SUBSIDIARIES OF SUPPORTSOFT) EX...

  • Page 4
    ... Jurisdiction of Incorporation or Organization) Delaware (I.R.S. Employer Identification No.) (Zip Code) 94-3282005 1900 Seaport Boulevard, 3rd Floor, Redwood City, CA (Address of Registrant's Principal Executive Offices) 94063 Registrant's telephone number including area code: (650) 556-9440...

  • Page 5
    ...and Supplementary Data Report of ...Schedules Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions Principal Accountant Fees and Services...

  • Page 6
    ... technical problems for their customers and employees. Digital service providers use our products to automate the installation, activation and verification of broadband services, to reduce the cost and improve the quality of technical support, and to enable the remote management of devices located...

  • Page 7
    ... has begun to provide remote services, where the technician diagnoses common software problems over a high-speed Internet connection, and uses software to take control of and repair the customer's devices. Enterprise For digital service providers, the availability of high speed data, IPTV and VoIP...

  • Page 8
    ... that increases the efficiency and improves the effectiveness of our technical support agents. To date, these activities have been focused on our Solutions Toolkit, an integrated set of tools for delivery of premium technology services, and we have an extensive roadmap for these technologies. In...

  • Page 9
    ... our services are provided remotely, with technical support agents available over the phone and the internet; (2) our services leverage our proprietary technology; and (3) our services leverage our extensive knowledge base of solving technology problems for digital service providers and corporate IT...

  • Page 10
    ... is a desktop application that identifies, diagnoses and corrects potential problems prior to their impact on an end-user. Additionally, should an end-user need to call a customer service representative or help desk analyst, the SupportSoft technical support agent provides permission-based tools for...

  • Page 11
    ... to solve technical problems remotely, without requiring on-site support. AnalystAssist also provides analysts with full visibility into the diagnostic tests performed, the tools used and the solutions provided to resolve the problem. AnalystAssist can be used by analysts during chat sessions using...

  • Page 12
    ..., TDC Solutions, TeliaSonera, Time Warner Cable, UPC Broadband, Verizon, and other service providers worldwide. Representative companies that have licensed SupportSoft software for corporate IT operations and customer support requirements include: ADP, Bank of America, BT, Dell, Fidelity, Hilton...

  • Page 13
    ...infrastructure for delivering services, technical support agent tools and consumer-resident client applications. Through our Service Delivery Management System, we provide a hosted platform for multi-channel sale and delivery of premium technology services. Through our Solutions Toolkit, we offer an...

  • Page 14
    ... share or require us to reduce the price of products and services, which could harm our business, financial condition and operating results. Employees As of December 31, 2008, we had 272 full-time employees, 336 technical support agents and 21 contractors for a total full-time equivalent headcount...

  • Page 15
    ...us, that file electronically with the SEC at the website address located at www.sec.gov. Our telephone number is 650-556-9440 and our website address is www.supportsoft.com. The information contained in our website does not form any part of this Annual Report on Form 10-K. However, we make available...

  • Page 16
    ... of our technical support agents; Our ability to achieve Segment Operating Profitability in our Enterprise segment; Our reliance on a small number of customers and channel partners for a substantial portion of our revenue; The price and mix of products and services we or our competitors offer; 13...

  • Page 17
    ...stock would likely decline. While revenues in our Consumer business are generally recognized over the course of a quarter based on the number of services ...unable to pay us in a timely fashion. Our channel partners, such as retailers, may be unable to invest in bringing our Consumer services to market...

  • Page 18
    ... in reaching or serving consumers and in managing technical support agents. All of our North American technical support agents are now home-based, which will require a high degree of coordination and quality control of employees working from diverse and remote locations. As a result, we expect to...

  • Page 19
    ...demand for our services at peak time. We have limited experience in hiring, training, and managing these technical support agents. Although our service delivery and communications infrastructure enables us to monitor and manage these technical support agents remotely, because they are home-based and...

  • Page 20
    ... after public announcement. Acquisitions may require further use of our cash resources, the issuance of equity or ...services; Failure to effectively integrate or separate management information systems, personnel, research and development, marketing, sales and support operations; Loss of key employees...

  • Page 21
    ... problem could cause a loss of information and data and lengthy interruptions in the availability of our services and hosted software offerings because we do not operate or maintain fully redundant systems. We rely on hosted systems maintained by third-party providers to deliver technical support...

  • Page 22
    ...resources by a customer. This commitment often requires significant technical review, assessment of competitive products and approval at a number of management levels within a customer's organization. While our Enterprise customers are evaluating our products and services...December 31, 2008, 2007 and ...

  • Page 23
    ...reporting..., adverse market events could cause us to lose part or...signed with UBS in November, 2008, and is available until June 30, 2010. As of December 31, 2008...2008, we accepted an offer from UBS, entitling UBS, at any time during a two-year period from June 30, 2010 through July 2, 2012, to buy...

  • Page 24
    ... to function effectively in their new roles and to work together successfully. If these executives and key employees do not function and work together successfully, or if we lose the services of one or more of our executives or key employees, our business could be harmed. We are also focused...

  • Page 25
    ...services, digital service provides, anti-virus providers, PC manufacturers, warranty providers, companies that offer online technology support and local computer repair shops. Certain of these competitors have longer operating histories, significantly greater financial, technical and other resources...

  • Page 26
    ... customer transactions, which poses security risks, requires us to invest significant resources to prevent or correct problems caused by security breaches, and may harm our business. A fundamental requirement for online communications, transactions and support is the secure collection, storage and...

  • Page 27
    ... costs and may reduce the effectiveness of our solutions, and our failure to comply with those laws or regulations may harm our business and cause us to lose customers. Our software contains features that allow our customers and our technical support agents to access, control, monitor or collect...

  • Page 28
    ... is expensive and time-consuming and could divert management's attention from our...Commission and the Nasdaq Global Select Market, has required changes in corporate governance practices of public companies. These rules and regulations require significant internal and external compliance resources...

  • Page 29
    Table of Contents ITEM 2. PROPERTIES. rd Our corporate headquarters lease covers approximately 37,400 square feet at 1900 Seaport Boulevard, 3 Floor, Redwood City, California. This lease expires in July, 2012. In addition, we have an office in India with 20,339 square feet and an office in Belgium ...

  • Page 30
    ... traded on the Nasdaq Global Select Market since July 19, 2000. The comparisons in the table are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of possible future performance of our common stock. 27 Source: SUPPORTSOFT INC, 10-K, March 11, 2009

  • Page 31
    .../03 12/31/04 12/31/05 12/31/06 12/30/07 12/31/08 SupportSoft, Inc. Nasdaq Composite Index Nasdaq Computer Index $ 100.00 $ 100.00 $ 100.... above in the stock performance graph shall not be deemed to be "soliciting material" or to be "filed" with the Securities and Exchange Commission or subject to ...

  • Page 32
    ...Report. Years Ended December 31, 2007 2006 2005 (in thousands, except per share data) 2008 2004 Consolidated Statements of Operations Data: Revenue: License Maintenance Services...,098 2008 2007 2005 2004 Consolidated Balance Sheet Data: Cash, cash equivalents and investments Working capital ...

  • Page 33
    ... year, we increased our number of technical support agents to meet the increased demand for our services. During the year, we also launched a number of additional programs. In our direct business at support.com, we expanded our service offerings to include subscription services. We also expanded our...

  • Page 34
    ... for presenting marketing offers and downloading digital goods, the Dynamic Agent will allow customers to use our platform for revenue generation as well as support services. Our RemoteTango product, scheduled for release in late 2009, will be remote control software delivered in a hosted...

  • Page 35
    ...time of delivery. For incident-based services, revenue is recognized during the period in which the services are delivered. For subscription-based services, revenue is recognized ratably over the subscription... complex rules which require us to make ... data we... January 1, 2008, SupportSoft adopted SFAS ...

  • Page 36
    ...data for substantially the full term of the assets or liabilities. Level 3-Unobservable inputs that are supported...2008 was estimated by management. Fair Value Estimates In November, 2008, we signed...holdings at any time; should UBS...servicing reports was unavailable, the expected return, and the discount...

  • Page 37
    ... awards requires judgment, including estimating stock price volatility, forfeiture rates and expected life. If any of these assumptions used in the option-pricing models changes significantly, stock-based compensation may differ materially in the future from that record. 34 Source: SUPPORTSOFT INC...

  • Page 38
    ... Provision for income taxes Net Loss Years Ended December 31, 2008, 2007, and 2006 Revenue 2008 2006 24% 33 29 14 100 1 4 28 20 ...support services provided through channel partners and, to a lesser extent, directly to consumers through support.com. Our Consumer business was 35 Source: SUPPORTSOFT...

  • Page 39
    ... contract that contributed substantially to revenue in 2008, we expect license revenue to decline further in 2009. Maintenance revenue. Maintenance revenue is comprised primarily of revenue from post-contract technical support services which includes software product updates. Maintenance revenue...

  • Page 40
    ... primarily comprised of revenue from professional services, such as consulting, training and fees for hosting services. Services revenue is generally recognized as the services are performed. Revenue from service fees was $14.4 million for the year ended December 31, 2008, $14.9 million for the year...

  • Page 41
    ... expenses related to the delivery of services and other employee-related expenses. The increases for 2008 as compared to 2007 were due primarily to salary and related overhead expenses for our technical support agents. We increased the number of technical support agents in order to meet volume...

  • Page 42
    ... sum of the discounted future net cash ...compensation costs, including salaries, sales commissions...2008, compared to 2007 was primarily due to increase in salaries and related employee costs and professional services fees associated with increasing our general and administrative functions to support...

  • Page 43
    ... resulting in a reduced tax provision in these locations as well as certain benefits from refundable credits in the US. Liquidity and Capital Resources Total cash, cash equivalents, investments and the auction-rate security put option at December 31, 2008 was $95.0 million. This was a $17.9 million...

  • Page 44
    ...discounts on marketable securities, stock-based compensation... headquarters ...2008, 2007 and 2006, cash generated by financing activities was primarily attributable to the exercise of employee stock options and the purchase of common stock under the employee stock purchase plan. 41 Source: SUPPORTSOFT...

  • Page 45
    ...May 2, 2008, the acquisition date. YTO's service delivery methodology involves technical support agents who view and control a computer screen remotely. We acquired YTO to bolster our remote consumer service delivery capabilities utilizing home-based technical support agents. Contractual Obligations...

  • Page 46
    ...annual reporting period beginning after December 15, 2008...requires enhanced disclosures about an entity's derivative and hedging activities. SFAB No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application...services...

  • Page 47
    ... our portfolio was approximately 2.33% at December 31, 2008. A decline in interest rates over time would reduce our interest income from our investments. A decrease in interest rates of 100 basis points would cause a corresponding decrease in our annual interest income of approximately $236,000. At...

  • Page 48
    ...time ...number of factors including the weighted average remaining term (WART) of the underlying securities, the expected return, and the discount rate. The actual WART from servicing reports...cause...2008 we did not engage in foreign currency hedging activities. 45 Source: SUPPORTSOFT INC, 10-K, March 11...

  • Page 49
    Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. SUPPORTSOFT, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Stockholders'...

  • Page 50
    ...require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting... SupportSoft, Inc.'s internal control over financial reporting as of December 31, 2008,...

  • Page 51
    ...SUPPORTSOFT, INC. CONSOLIDATED BALANCE SHEETS (in thousands except share and per share data) December 31, ASSETS Current assets: Cash and cash equivalents Short-term investments Accounts receivable, less allowance of $197 and $310 at December 31, 2008... payable Accrued compensation Other accrued ...

  • Page 52
    ...SUPPORTSOFT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data) Year Ended December 31, 2007 Revenue: License Maintenance Services Consumer Total revenue Costs and expenses: Cost of license Cost of maintenance Cost of services... net loss per share 2008 2006 $ 11,813 15...

  • Page 53
    ...SUPPORTSOFT, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except share data) Common Stock...Stock-based compensation expense Issuance of common stock upon exercise of stock options for cash Issuance of common stock under employee stock purchase plan Balances at December 31, 2008...

  • Page 54
    ...assets Stock-based compensation expense Amortization of premiums and discounts on... equivalents at end of period Supplemental schedule of cash flow information: Income taxes paid See accompanying notes. 51 2008 2006 $ (19,106) 1,194... $ 15,369 $ 294 $ $ Source: SUPPORTSOFT INC, 10-K, March 11, 2009

  • Page 55
    ...resolving technology problems. Our Enterprise segment consists of our traditional business in which we license technical support software to digital service providers (telecommunications and cable companies) and corporate IT departments and IT outsourcers. Our headquarters is located in Redwood City...

  • Page 56
    ...customers' financial condition and generally do not require collateral. We make judgments as to our... ended December 31, 2006 Year ended December 31, 2007 Year ended December 31, 2008 Balance at Beginning of Period Write-offs Balance at End of Period $ 296 373...SUPPORTSOFT INC, 10-K, March 11, 2009

  • Page 57
    ...SUPPORTSOFT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) commercial paper, corporate... trading assets are reported at fair value,... issuer, the length of time an investment's fair value...2008 Gross Gross Unrealized Unrealized Gains Losses Cash Money market fund Commercial paper Corporate...

  • Page 58
    ... often referred to as a "Dutch auction." If there is insufficient interest in the securities at the time of an auction, the auction may not be completed and the auction-rate security then pays a default interest rate. Following such a failed auction, we cannot access our funds that are invested in...

  • Page 59
    ...solutions for, or purchase, the auction-rate securities held by its institutional clients. In October 2008... time ...number of factors including the weighted average remaining term (WART) of the underlying securities, the expected return, and the discount rate. The actual WART from servicing reports...cause...

  • Page 60
    ...2008 (in thousands): In Loss Position Less Than 12 Months Fair Unrealized Value Losses In Loss Position More Than 12 Months Unrealized Fair Value Losses Description Corporate...In November, 2008, SupportSoft signed a Rights... SupportSoft's ARS holdings at any time... discounted cash... buy back...Repairs...service...

  • Page 61
    ... technology support services. These services include those that are delivered on a one-time basis ("incident-based" services) as well as those that delivered over time ("subscription" services). We provide these services through channel partners and directly to consumers. 58 Source: SUPPORTSOFT INC...

  • Page 62
    ... generally paid with a credit card at the time of delivery. For incident-based services, revenue is recognized during the period in which the services are delivered. For subscription-based services, revenue is recognized ratably over the subscription period. Our direct-to-consumer channel generally...

  • Page 63
    ... perpetual license or term license). If a reseller is not deemed creditworthy, revenue otherwise recognizable is deferred until cash is received. Maintenance revenue is primarily comprised of revenue from post-contract technical support services, which includes software product updates. Maintenance...

  • Page 64
    Table of Contents SUPPORTSOFT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued) 36 months. The sales commissions are paid in the month following the time an order is consummated or when customer payment is received. The deferred commission amounts are recoverable through the future ...

  • Page 65
    ..., and, as such, generally recognized no compensation cost for employee stock options or employee stock purchases in its financial statements. SupportSoft elected the modified prospective transition method for adopting SFAS 123R which required the application of the accounting standard as of January...

  • Page 66
    ...2006 The Company recorded the following stock-based compensation expense for the fiscal years ended December 31, 2008, 2007 and 2006, (in thousands). For the Year Ended December 31, 2007 Stock option compensation expense recognized in: Cost of services Cost of maintenance Cost of consumer Research...

  • Page 67
    ... purchase price of the product or service. In certain contracts a material breach of warranty may involve penalties payable to the customer. SupportSoft did not provide for a warranty accrual as of December 31, 2008 and 2007. To date, SupportSoft's product warranty expense has not been significant...

  • Page 68
    ...as of December 31, 2008 (in thousands): Level 1 Level 2 Level 3 Total Money market funds Commercial paper Corporate bonds Auction-rate securities Auction...business combinations in a number of areas, including the... of the first annual reporting period beginning after December 15, 2008, which means that...

  • Page 69
    ... offer incident-based and subscription services to consumers through retailers, anti-virus providers and other companies who provide technology products and services to consumers. We also provide our services directly to consumers through our website, www.support.com. 66 Source: SUPPORTSOFT INC, 10...

  • Page 70
    ... technical problems for their customers and employees. Digital service providers use our products to automate the installation, activation and verification of broadband services, to reduce the cost and improve the quality of technical support, and to enable the remote management of devices located...

  • Page 71
    ...11% 13% 2007 - 18% On May 2, 2008, we acquired all of the stock of YourTechOnline.com (YTO) (the "Acquisition"), a provider of remote technology services based in Kelowna, British Columbia. YTO's service delivery methodology involves technical support agents who view and control a computer screen...

  • Page 72
    ...9 months. In December 2006, the Company acquired the use of a toll-free telephone number for cash consideration of $250,000. This asset has an indefinite useful life. The intangible asset is tested for impairment annually or more often if events or changes in circumstances indicate that the carrying...

  • Page 73
    ... lease. In November 2006, the Company entered into a noncancelable lease agreement for its new headquarters office facility located in Redwood City, California. The lease commenced on January 1, 2007 and ends on July 31, 2012. The annual fixed rents are $783,000, $783,000, $805,000 and $483,000 for...

  • Page 74
    ..., negative publicity, diversion of management resources and other factors. Note 7. Restructuring Obligations and Other Charges In 2008, the Company reduced its workforce by 33 employees, or approximately 10% of its non-technical support agent workforce at that time, and closed certain facilities...

  • Page 75
    ...2008. We expect to pay $1.0 million of the remaining balance in the first quarter of 2009, and to pay the remaining balance of $0.3 million through the second quarter of 2010. In 2007, the Company reduced its workforce by 41 employees, or approximately 12% of its workforce at that time... of services, ...

  • Page 76
    ...up to 2,000,000 outstanding shares of the Company's common stock. As of December 31, 2008, the maximum number of shares remaining that can be repurchased under this program was 1,807,402. Stock Option Plans SupportSoft has adopted the 1998 Stock Option Plan (the "Plan"). Under this Plan, up to 9,424...

  • Page 77
    .... At December 31, 2008, there was $14.4 million of unrecognized compensation cost related to existing options outstanding which is expected to be recognized over a weighted average period of 2.8 years. Employee Stock Purchase Plan SupportSoft has approved the 2000 Employee Stock Purchase Plan (the...

  • Page 78
    ... and 152,678 shares, respectively, issued through the Purchase Plan. As of December 31, 2008, we had 1,649,427 shares of common stock reserved for future issuance under the 2000 Purchase Plan should employees purchase them. Note 9. Income Taxes The components of our income (loss) before income taxes...

  • Page 79
    ... reported cumulative... annual ...India-based subsidiary was granted a tax holiday related to its research and development activities. The tax holiday has been extended and it expires in March 2010. The tax holiday had an immaterial impact on our 2008 results of operations. 76 Source: SUPPORTSOFT...

  • Page 80
    ...SFAS No. 109, "Accounting for Income Taxes. Step one, Recognition, requires us to determine if the weight of available evidence indicates that a tax... tax years 1997 to 2008 remain open in several jurisdictions, none of which has individual significance. 77 Source: SUPPORTSOFT INC, 10-K, March 11, ...

  • Page 81
    ...) Selected quarterly financial information for 2008 and 2007 is as follows: Fiscal Year 2008 Quarter Ended June 30, Sept. 30, 2008 2008 (in thousands, except per share data) Mar. 31, 2008 Dec. 31, 2008 Statements of Operations Data: License Maintenance Services Consumer Total revenue Cost of...

  • Page 82
    ... support agent headcount, and closed additional facilities. All the related charges will be recorded in the first quarter of 2009. We expect to pay out approximately $500,000 of these charges in the first quarter of 2009, and to pay the remaining balance through 2011. 79 Source: SUPPORTSOFT...

  • Page 83
    ... of the Treadway Commission. As part of this evaluation, management established an internal control project team, engaged outside consultants and adopted a project work plan to document and assess the adequacy of our internal control over financial reporting, address any control deficiencies...

  • Page 84
    ... firm, as stated in their report, which is included herein. /s/ JOSHUA PICKUS Joshua Pickus Chief Executive Officer and President /s/ SHELLY SCHAFFER Shelly Schaffer Chief Financial Officer and Senior Vice President of Finance and Administration 81 Source: SUPPORTSOFT INC, 10-K, March 11, 2009

  • Page 85
    ... internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). SupportSoft Inc.'s management is responsible for maintaining...

  • Page 86
    Table of Contents ITEM 9B. None. 83 OTHER INFORMATION. Source: SUPPORTSOFT INC, 10-K, March 11, 2009

  • Page 87
    ....html. A copy of the Code of Ethics and Business Conduct for Employees, Officers and Directors will be provided without charge to any person who requests it by writing to the address or telephoning the number indicated under "SEC Filings and other Available Information" on page 13...

  • Page 88
    ... Plan, we shall at all times reserve and keep available sufficient shares of common stock to satisfy the requirements of the 2000 Incentive Plan. (2) (3) (4) None. The amount does not include 1,649,427 shares available for purchase pursuant to our 2000 Employee Stock Purchase Plan. Shares of...

  • Page 89
    ... between the registrant and Josh Pickus. Amended and Restated Employment Agreement dated October 27, 2008, by and between registrant and Michael Sayer (incorporated by reference to Exhibit 10.1 of SupportSoft's current report on Form 8-K filed on October 29, 2008). Employment Offer Letter dated as...

  • Page 90
    ... Rodio. Amended and Restated Employment Offer Letter dated as of September 23, 2008, by and between the Registrant and Richard Mandeberg. SupportSoft, Inc. Executive Incentive Compensation Incentive Plan (incorporated by reference to Exhibit 10.2 of SupportSoft's current report on Form 8-K filed on...

  • Page 91
    ...caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 10th day of March, 2009. SUPPORTSOFT, INC. By: /s/ JOSHUA PICKUS Joshua Pickus Chief Executive...O'Malley Director March 10, 2009 /s/ JIM STEPHENS Jim Stephens Director March 10, 2009 /s/ ...

  • Page 92
    ... Rodio. Amended and Restated Employment Offer Letter dated as of September 23, 2008, by and between the Registrant and Richard Mandeberg. SupportSoft, Inc. Executive Incentive Compensation Incentive Plan (incorporated by reference to Exhibit 10.2 of SupportSoft's current report on Form 8-K filed on...

  • Page 93
    ...report on form 8-K filed on November 15, 2006). Subsidiaries of SupportSoft, Inc. Consent of Independent Registered Public Accounting Firm Power of Attorney (see the signature page of this Form 10-K) Chief Executive... § 1350(1) Denotes an executive or director compensation plan or arrangement. The ...

  • Page 94
    ... 23, 2008 on the following terms: 1. Position. You will continue to be employed by the Company as President and Chief Executive Officer, reporting only to the Board of Directors (the "Board"). You will be employed at the Company's headquarters in Redwood City, California. By signing this letter...

  • Page 95
    ...compensation awards from time to time in the Compensation Committee's sole discretion, taking into account performance, overall compensation and such other considerations as the Compensation Committee may deem relevant. (b) Notwithstanding anything in this agreement, the Plan or the applicable stock...

  • Page 96
    ... intervals in accordance with the Company's payroll practices for salaried employees, beginning on the first pay date within the sixty (60) day period measured from the date you incur a Separation from Service by reason of such termination of employment, that is coincident with or next following the...

  • Page 97
    ... your termination date in accordance with applicable law, you shall become entitled to receive the following benefits and payments: (i) The Company shall pay you a lump sum cash severance payment in an amount equal to your then current annual rate of base salary plus 100% of your target bonus...

  • Page 98
    ... in the geographic location of your place of employment without your written ...Service" means your cessation of Employee status and shall be deemed to occur at such time as the level of the bona fide services you are to perform in Employee status (or as a consultant or other independent contractor...

  • Page 99
    ... all applicable determinations with respect to any of the Total Payments that become due and payable at the time of your Separation from Service (the "Separation from Service Determination"), together with detailed supporting calculations regarding the amount of the Excise Tax, any required Gross...

  • Page 100
    ... or (ii) the date of your death, if (a) you are deemed at the time of such Separation from Service a "specified employee" within the meaning of that term under Section 409A of the Code, (b) the stock of the Corporation or any successor entity is publicly traded on an established market and (c) such...

  • Page 101
    ... your at-will employment relationship. Although your job duties, title, compensation and benefits, as well as the Company's personnel policies and procedures, may change from time to time, the "at will" nature of your employment may only be changed in an express written agreement signed by you and...

  • Page 102
    ... you have any questions, please call me. Very truly yours, SUPPORTSOFT, INC. By: /s/ Anne-Marie Eileraas Anne-Marie Eileraas VP, General Counsel and Secretary I have read and accept this employment offer: /s/ Josh Pickus Signature of Josh Pickus Dated: December 23, 2008 Source: SUPPORTSOFT INC, 10...

  • Page 103
    .... You should note that the Company reserves the right to modify compensation and benefits from time to time, as it deems prudent. If your employment with the Company terminates as a result of an Involuntary Termination and you execute and deliver to the Company the Company's standard General Release...

  • Page 104
    ...at the time of such Separation from Service to be a "key employee" within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable deferral period...

  • Page 105
    ... of the supervisor to whom you are required to report, with a requirement that you report to an executive officer other than the Chief Executive Officer of the parent or successor entity to be deemed material for such purpose. "Separation from Service" means your cessation of employee status and...

  • Page 106
    ... of the Company and you. Sincerely, SupportSoft /s/ Wendy Brauchler Wendy Brauchler VP, Human Resources By signing this Letter, I hereby accept, acknowledge and agree to the terms and conditions as stated above. On this day of October 6, 2008 /s/ Anthony Rodio Anthony Rodio Enclosures: Duplicate...

  • Page 107
    ... note that the Company reserves the right to modify compensation and benefits from time to time, as it deems prudent. If your employment with the Company terminates as a result of an Involuntary Termination and you execute and deliver on a timely basis to the Company the Company's standard General...

  • Page 108
    ... at the time of such Separation from Service a "key employee" within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable deferral period...

  • Page 109
    09/23/2008 "Separation from Service" means your cessation of employee status and shall be deemed to occur at such time as the level of the bona fide services you are to perform in employee status (or as a consultant or other independent contractor) permanently decreases to a level that is not more ...

  • Page 110
    ... of the Company and you. Sincerely, SupportSoft /s/ Wendy Brauchler Wendy Brauchler VP, Human Resources By signing this Offer Letter, I hereby accept, acknowledge and agree to the terms and conditions as stated above. On this day of October 6, 2008 /s/ Richard Mandeberg Richard Mandeberg Enclosures...

  • Page 111
    ... Belgium BVBA SupportSoft Canada Inc. YourTechOnline.com Inc. SupportSoft Greater China Limited SupportSoft GmbH SupportSoft India Pvt Ltd Support.com Mexico S. de R.L. de C. V. Support.com Servicios S. de R.L. de C. V. SupportSoft Asia Pacific Pte Ltd SupportSoft España SL SupportSoft (UK) Pty Ltd...

  • Page 112
    ...and the SupportSoft, Inc. 2000 Employee Stock Purchase Plan of our reports dated March 10, 2009, with respect to the consolidated financial statements of SupportSoft, Inc., and the effectiveness of internal control over financial reporting of SupportSoft, Inc. included in this Annual Report (Form 10...

  • Page 113
    ... or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: Joshua Pickus Chief Executive Officer and President /s/ JOSHUA PICKUS Date: March 10, 2009 Source: SUPPORTSOFT INC, 10-K, March 11, 2009

  • Page 114
    ... annual report on Form 10-K of SupportSoft, Inc.; 2. Based on my knowledge, this report does... disclosure controls and procedures, or caused such disclosure controls and procedures to...report financial information; and (b) Any fraud, whether or not material, that involves management or other employees...

  • Page 115
    ... OFFICER UNDER 18 U.S.C. § 1350 I, Joshua Pickus, the Chief Executive Officer of SupportSoft, Inc. (the "Company"), certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code that, to the best of my knowledge, (i) the Annual Report of the Company on Form 10-K for...

  • Page 116
    ... of chapter 63 of title 18 of the United States Code that, to the best of my knowledge, (i) the Annual Report of the Company on Form 10-K for the year ended December 31, 2008 (the "Report"), fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, and (ii) the...