Support.com 2008 Annual Report Download - page 94

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Exhibit 10.5
December 23, 2008
Mr. Josh Pickus
[address]
Dear Josh:
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 July 21, 2006 (the “Offer Letter”) in order to comply with the requirements of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as
amended (the “Code”).
SupportSoft, Inc. (the “Company”) is pleased to offer to continue your employment with the Company, effective as of December 23, 2008 on the
following terms:
1. Position. You will continue to be employed by the Company as President and Chief Executive Officer, reporting only to the Board of Directors (the
“Board”). You will be employed at the Company’s headquarters in Redwood City, California. By signing this letter, you confirm to the Company that you have
no contractual commitments or other legal obligations that would prohibit you from continuing to perform your duties for the Company.
2. Board Membership. You will continue to serve as a member of the Board. All board members are subject to election and removal by the shareholders
of the Company in accordance with the Company’s by-laws and Delaware law.
3. Cash Compensation. The Company will pay you a base salary at the rate of $350,000 per year, subject to annual reviews for potential increases at the
discretion of the Board of Directors. In addition, you will be eligible to be considered for an incentive bonus for each fiscal year of the Company under the
Company’s Executive Incentive Compensation Plan. Your target incentive is presently $300,000. Bonuses will be earned based on satisfaction of criteria
established by the Company’s Board of Directors. Such criteria shall be based 100% on “management by objective” criteria established and agreed to by you and
the Compensation Committee of the Board (the “Compensation Committee”). You may be awarded an incentive bonus in excess of the amount of the target
bonus established for you by the Compensation Committee for a particular year based on your performance, as determined in the sole discretion of the
Compensation Committee. 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 applicable bonus program; provided that in no event shall any 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. The determinations of the Compensation Committee
with respect to your bonus will be final and binding. Your base salary and target bonus shall be reviewed annually by the Compensation Committee.
4. Employee Benefits. As a regular employee of the Company, you shall be eligible to receive all employee benefits, including health care (medical,
vision, dental, hospital) and welfare insurance (life, long term disability, short term disability), eligibility to participate in the company’s employee stock
purchase plan and 401k plan, and vacation (paid time off) of 20 days per annum. You should note that the Company reserves the right to modify compensation
and benefits from time to time, as it deems necessary.
Source: SUPPORTSOFT INC, 10-K, March 11, 2009