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Exhibit 10.9
October 6, 2008
Richard Mandeberg
[address]
Dear Richard,
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
November 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 Revenue Officer CSG reporting to
the Chief Executive Officer of the Company. 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 within 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 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 20 days per annum and
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 on a timely basis to the Company the
Company’s standard General Release and Waiver of Claims Agreement and that release becomes effective in accordance with its terms following the expiration
of any applicable revocation period, then you will become entitled to receive the following benefits:
(a) On the first payroll date following the earlier of (i) the effective date of the General Release and Waiver of Claims Agreement and (ii) the sixtieth
(60th) day following the date of your Involuntary Termination, the Company shall pay to you a lump sum payment in an amount equal to six 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 Involuntary Termination
within 12 months on or after that Change of Control, then 50% of the then-
Source: SUPPORTSOFT INC, 10-K, March 11, 2009