Support.com 2008 Annual Report Download - page 95

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5. Reimbursements. You shall be entitled, in accordance with the Company’s reimbursement policies in effect from time to time, to receive
reimbursement from the Company for all business expenses incurred by you in the performance of your duties hereunder, provided you furnish the Company
with vouchers, receipts and other details of such expenses in the form required by the Company (“Supporting Documentation”). You must submit the
Supporting Documentation for each such expense within sixty (60) days after the later of (i) your incurrence of such expense and (ii) your receipt of the invoice
for such expense. If such expense qualifies hereunder for reimbursement, then the Corporation shall reimburse you for that expense within thirty (30) days
thereafter. In no event shall any such expense be reimbursed after the close of the calendar year following the calendar year in which that expense is incurred.
The following provisions shall be in effect for any reimbursements to which you become entitled under this Agreement, in order to assure that such
reimbursements do not create a deferred compensation arrangement subject to Section 409A of the Code:
(i) The amount of reimbursements to which you may become entitled in any one calendar year shall not affect the amount of expenses eligible for
reimbursement hereunder in any other calendar year.
(ii) Your right to reimbursement cannot be liquidated or exchanged for any other benefit or payment.
6. Stock Options.
(a) You were previously granted an option to purchase 1,300,000 shares of the Company’s common stock (the “Standard Grant”) pursuant to the
Company’s 2000 Omnibus Equity Incentive Plan (the “Plan”) on April 6, 2006. In addition, on such date you were granted two additional stock options,
each for 200,000 shares of the Company’s common stock (the “First Additional Grant” and the “Second Additional Grant,” respectively. The terms of
those grants are set forth in the applicable stock option agreements evidencing those grants; for the avoidance of doubt, as of the date of this letter, the
price threshold for exercisability of the First Additional Grant has been met. You have received subsequent equity compensation awards (“Follow-On
Grants”), and shall be eligible in the future to receive additional equity compensation awards from time to time in the Compensation Committee’s sole
discretion, taking into account performance, overall compensation and such other considerations as the Compensation Committee may deem relevant.
(b) Notwithstanding anything in this agreement, the Plan or the applicable stock option agreements to the contrary, if the Company is subject to a
“Change of Control” (for purposes of this Section 6, the term “Change of Control” shall have the meaning assigned to such term in the Plan) before your
employment with the Company terminates and you are subject to an Involuntary Termination (as defined in this Offer Letter) within 12 months
Source: SUPPORTSOFT INC, 10-K, March 11, 2009