Support.com 2008 Annual Report Download - page 101

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(b) The six month holdback set forth in Section 9(a) shall not be applicable to (i) any salary continuation or severance payments that qualify as
Short-Term Deferral Payments and (ii) any remaining portion of such payments paid after your Separation from Service to the extent (A) that the dollar
amount of those payments does not exceed two (2) times the lesser of (x) your annualized compensation (based on your annual rate of pay for the calendar
year preceding the calendar year of your Separation from Service, adjusted to reflect any increase during that calendar year which was expected to
continue indefinitely had your Separation from Service not occurred or (y) the maximum amount of compensation that may be taken into account under a
qualified plan pursuant to Section 401(a)(17) of the Code for the year in which your Separation from Service occurs, and (B) such payments are to be
made to you no later than the last day of the second calendar year following the calendar year in which the Separation from Service occurs.
(c) To the extent there is any ambiguity as to whether any provision of this agreement would otherwise contravene one or more requirements or
limitations of Code Section 409A, such provisions shall be interpreted and applied in a manner that does not result in a violation of the applicable
requirements or limitations of Code Section 409A and the Treasury Regulations thereunder.
10. Employment, Confidential Information and Invention Assignment Agreement. As a Company employee, you are expected to abide by the
Company’s rules and regulations. You previously signed and are expected to comply with an Employment, Confidential Information and Invention Assignment
Agreement (the “Employee NDA”), dated April 6, 2006. The Employee NDA 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.
11. Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company is “at will,”
meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause, subject to the acceleration of
vesting and severance pay and benefits in the case of an Involuntary Termination subject to the terms and conditions set forth in this agreement. Any contrary
representations that may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term
regarding 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 a
member (other than you) of the Board of Directors of the Company.
12. Outside Activities. While you render services to the Company, you agree that you will not engage in any other employment, consulting or other
business activity without the prior written consent of the Company. While you render services to the Company, you also will not assist any person or entity in
competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.
13. Withholding Taxes. All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes and
other deductions required by law.
Source: SUPPORTSOFT INC, 10-K, March 11, 2009