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Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by Item 10 of Form 10-K with respect to Item 401 of Regulation S-K regarding our directors is incorporated herein by reference
from the information contained in the section entitled “Directors and Nominees” in our definitive Proxy Statement for the 2009 Annual Meeting of Stockholders
(the “Proxy Statement”), a copy of which will be filed with the Securities and Exchange Commission.
The information required by Item 10 of Form 10-K with respect to Item 405 of Regulation S-K regarding section 16(a) beneficial ownership compliance is
incorporated by reference from the information contained in the section entitled “Section 16(a) Beneficial Ownership Compliance” in our Proxy Statement.
For information with respect to our executive officers, see “Executive Officers of the Registrant” at the end of Part I of this report.
We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors which is applicable to all of our directors, executive
officers and employees, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial and accounting
officer, respectively). The Code of Ethics and Business Conduct for Employees, Officers and Directors is available on our web site
athttp://www.supportsoft.com/Company/ir_corporate_governance.html. A copy of the Code of Ethics and Business Conduct for Employees, Officers and
Directors will be provided without charge to any person who requests it by writing to the address or telephoning the number indicated under “SEC Filings and
other Available Information” on page 13. We will disclose on our web site amendments to or waivers from our Code of Ethics and Business Conduct applicable
to our directors or executive officers, including our Chairman and Chief Executive Officer and our Chief Financial Officer, in accordance with all applicable laws
and regulations.
The information required by Item 10 of Form 10-K with respect to Items 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K is incorporated by
reference from the information contained in the sections entitled “Director Nominations,” “Corporate Governance” and “Committees of the Board of Directors”
in our Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 of Form 10-K is incorporated herein by reference from the information contained in the sections entitled “Executive
Compensation and Related Information,” “Director Compensation,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider
Participation” in our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
The information required by Item 12 of Form 10-K with respect to Item 403 of Regulation S-K regarding security ownership of certain beneficial owners
and management is incorporated herein by reference from the information contained in the section entitled “Security Ownership of Certain Beneficial Owners
and Management” in the Proxy Statement.
84
Source: SUPPORTSOFT INC, 10-K, March 11, 2009