Support.com 2008 Annual Report Download - page 109

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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 than twenty percent
(20%) of the average level of services you rendered in employee status during the immediately preceding thirty-six (36) months (or such shorter period for which
you may have rendered such service). Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards
of the Treasury Regulations issued under Section 409A.
You should be aware that your employment with the Company is for no specified period and constitutes at-will employment. As a result, you are free to resign at
any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause,
and with or without notice.
You agree that, during the term of your employment with the Company, you will not actively engage in any other employment, occupation, consulting or other
business directly or indirectly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will
you engage in any other activities that conflict with your obligations to the Company.
As a Company employee, you are expected to abide by the Company’s rules and regulations. You are expected to comply with the Employment, Confidential
Information and Invention Assignment Agreement (the “Employee NDA”) you previously executed that 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.
As provided in the Employee NDA, in the event of any dispute or claim relating to or arising out of our employment relationship, you and the Company agree
that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in San Mateo County,
California (or some other mutually agreed upon location) under the National Rules for the Resolution of Employment Disputes. The Company agrees to pay the
fees and costs of the arbitrator. However, as also provided in the Employee NDA, we agree that this arbitration provision shall not apply to any disputes or claims
relating to or arising out of the misuse or misappropriation of the other party’s trade secrets or proprietary information.
3
Source: SUPPORTSOFT INC, 10-K, March 11, 2009