Support.com 2008 Annual Report Download - page 100

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(c) Notwithstanding anything to the contrary in the foregoing, any Gross-Up Payments due you under this section shall be subject to the hold-back
provisions of Section 9, to the extent those payments relate to any amounts and benefits provided to you that constitute parachute payments attributable to
your Separation from Service. In addition, no Gross-Up Payment shall be made later than the end of the calendar year following the calendar year in which
the related taxes are remitted to the appropriate tax authorities, or such other specified time or schedule that may be permitted under Section 409A of the
Code. To the extent you may become entitled to any reimbursement of expenses incurred at the direction of the Company in connection with any tax audit
or litigation addressing the existence or amount of the Excise Tax, such reimbursement shall be paid to you no later than the later of (i) the close of the
calendar year in which the Excise Tax that is the subject of such audit or litigation is paid by or on behalf of you or (ii) the end of the sixty (60)-day period
measured from such payment date. If no Excise Tax liability is found to be due as a result of such audit or litigation, the reimbursement shall be paid to
you no later than the later of (i) the close of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other
resolution of the litigation or (ii) the end of the sixty (60)-day period measured from the date the audit is completed or the date the litigation is so settled or
resolved.
(d) Notwithstanding the foregoing, the payments to be made by the Company to you or on your behalf pursuant to this Section shall be capped at,
and may in no event exceed, $1,500,000.
9. Section 409A.
(a) Notwithstanding any provision to the contrary in this agreement (other than Section 9(b) below), no payments, benefits or reimbursements to
which you become entitled under this agreement (other than continued health care coverage during the applicable period of COBRA coverage) shall be
made or paid to the you prior to the earlier of (i) the first business day of the seventh month following the date of your Separation from Service 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 delayed
commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable
deferral period, all payments deferred pursuant to this Section 9(a) shall be paid in a lump sum to you, and any remaining payments, benefits or
reimbursements due under this agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
If you are at any time during the twelve-month period ending on the last day of any calendar year, deemed to be a “key employee” within the
meaning of that term under Code Section 416(i), then you shall be deemed to be a specified employee subject to the delayed payment provisions of this
Section 9(a) for the period beginning on the April 1 of the following calendar year and ending on the March 31 of the next year thereafter.
Source: SUPPORTSOFT INC, 10-K, March 11, 2009