Support.com 2008 Annual Report Download - page 96

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on or after that Change of Control, then your Standard Grant, First Additional Grant, Second Additional Grant, and all Follow-On Grants will each become
100% vested and exercisable as to all of the shares subject to such options upon such Involuntary Termination (as defined in this Offer Letter). Such
consideration shall be in addition to any cash payments to which you may be entitled under the section entitled Severance Pay below.
7. Severance Pay.
(a) If your employment with the Company terminates as a result of an Involuntary Termination prior to a “change in control event” (within the
meaning of Treasury Regulation 1.409A-3(i)(5), then, provided you execute and deliver to the Company the Company’s standard General Release and
Waiver of Claims Agreement (the “Release”) and that Release becomes effective within thirty (30) days following your termination date in accordance
with applicable law, you shall become entitled to receive the following payments as severance pay:
(i) Continued payment of your base salary for a total period of twelve (12) months at the annualized rate in effect for you under Section 3 at
the time of your Involuntary Termination. The salary continuation payments shall be made at periodic intervals in accordance with the Company’s
payroll practices for salaried employees, beginning on the first pay date within the sixty (60) day period measured from the date you incur a
Separation from Service by reason of such termination of employment, that is coincident with or next following the date on which your Release first
becomes effective following the expiration of any applicable revocation period. The salary continuation payments to which you become entitled in
accordance with this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code, and each such
payment that becomes due and payable during the period commencing with the date of your Separation from Service and ending on March 15 of the
succeeding calendar year is hereby designated a “Short-Term Deferral Payment” and shall be paid during that period.
(ii) A lump sum cash payment in an amount equal to 50% of your target bonus in effect for the fiscal year in which the Involuntary
Termination occurs. Such payment shall be made on the Company’s first pay date within the sixty (60) day period measured from the date you incur
a Separation from Service by reason of such termination of employment, that is coincident with or next following the date on which your Release
first becomes effective following the expiration of any applicable revocation period.
(iii) 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 eligible dependents following your Involuntary Termination, then the Company shall provide such continued health care coverage for
you and your eligible dependents at its sole cost and expense. Such health care coverage at the Company’s expense shall continue until theearliest
of (i) the expiration of the twelve (12)-month period measured from the date of your Involuntary Termination, (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 and (iii) the date you no longer constitute a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Code).
Source: SUPPORTSOFT INC, 10-K, March 11, 2009