Support.com 2008 Annual Report Download - page 97

(b) If your employment with the Company terminates as a result of an Involuntary Termination on or within twelve (12) months after 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 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 benefits and payments:
(i) The Company shall pay you a lump sum cash severance payment in an amount equal to your then current annual rate of base salary plus
100% of your target bonus for the fiscal year in which you terminate employment. Such severance payment shall be payable in a single lump sum 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. In no event, however, shall such lump sum payment be made later than the last day of such sixty (60)-day period on
which the Release is so effective, unless a further deferral is required pursuant to Section 9.
(ii) 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).
(c) The term “Involuntary Termination” means either (a) that your employment is terminated by the Company without Cause (as defined below)
or (b) that you resign for Good Reason (as defined below). You may terminate your employment hereunder for Good Reason upon satisfaction of the
following requirements: (A) notifying the Company within ninety (90) days after the occurrence of the act or omission constituting grounds for the Good
Reason termination, (B) providing the Company at least thirty (30) days to correct such act or omission and (C) upon the Company’s failure to take such
corrective action within such thirty (30)-day period, giving the Company written notice of such Good Reason termination within five (5) business days
thereafter, with such Good Reason termination to be effective immediately upon delivery of such notice to the Company. (An Involuntary Termination
does not include your termination by reason of death or Permanent Disability.)
(d) The term “Good Reason” means: (1) a material reduction in the annual rate of your base salary or target bonus by the Company, without your
written consent, (2) your employment duties or responsibilities are materially diminished by the Company without your written consent, with a change in
your duties or responsibilities such that (A) you are no longer serving as the Company’s Chief Executive Officer or, following a “change in control event”
(within the meaning of Treasury Regulation 1.409A-3(i)(5), you are not serving as the Chief Executive Officer of the parent or successor entity or (B) the
failure of the Company to
Source: SUPPORTSOFT INC, 10-K, March 11, 2009