Support.com 2008 Annual Report Download - page 103

Exhibit 10.8
October 6, 2008
Anthony Rodio
[address]
Dear Anthony,
The purpose of this letter is to amend and restate the provisions of your offer letter with Support Soft, Inc., a Delaware Corporation (the “Company”) dated
August 22, 2006 (the “Offer Letter”) in order to comply with the requirements of new Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as
amended (the “Code”)
On behalf of the Company, we are pleased to offer to continue your employment with the Company in the position of Chief Operating Officer, CSG reporting to
the Chief Executive Officer. In this position your annual rate of base salary shall continue to be $240,000. The base salary will be paid semi-monthly in
accordance with the Company’s normal payroll procedures. You will also be eligible for bonus compensation under the Company’s Management by Objectives
(“MBO”) Program. Under the MBO Program, you may receive up to 25% of your actual salary earnings paid to you during the calendar year, for an annual
equivalent On Target Earnings (OTE) of $300,000. Any such bonus shall be paid to you within thirty (30) days following the end of the period to which the
bonus relates in accordance with the terms of the MBO Program; provided that in no event will any such bonus be paid to you earlier than the first day following
the end of the period to which the bonus relates or later than March 15 of the year following the year to which the bonus relates.
As a Company employee, you are eligible to receive all employee benefits, which 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 twenty (20) days per
annum and twelve (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 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 and Waiver of Claims Agreement (the “Release”) and that Release becomes effective within thirty (30) days following your termination date in
accordance with applicable law, then you will become entitled to receive the following benefits:
(a) On the first payroll date within the sixty (60) day period following the date of your Involuntary Termination on which the Release is effective, the
Company shall pay to you a lump sum cash payment in an amount equal to six (6) months of your base salary (at the rate in effect at the time of your
termination) and 50% of the bonus target in effect for the year in which you are terminated, less applicable withholdings; and
(b) Should you timely elect under Code Section 4980B to continue health care coverage under the Company’s group health plan for yourself, and/or your
spouse and your eligible dependents following your Involuntary Termination, then the Company shall provide such continued health care coverage for you and
your spouse and other eligible dependents at its sole cost and expense. Such health care coverage at the Company’s expense shall continue until theearlier of
(i) the expiration of the six (6)-month period measured from the date of your Involuntary Termination and (ii) the first date you are covered under another
employer’s heath benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions.
Notwithstanding anything in this letter agreement, 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
Source: SUPPORTSOFT INC, 10-K, March 11, 2009