Exhibit 10.11


July 21, 2006


Robert Barnum


Dear Robert,


On behalf of
SupportSoft, Inc., a Delaware Corporation (“the Company”), we are pleased to
offer you the position of Senior Vice President of Global Services, effective August
1, 2006, reporting to the Chief Executive Officer.  This offer is contingent upon the completion of
satisfactory reference and background checks.


The offer will include
an annual equivalent base salary of $225,000.  The base salary will be paid
semi-monthly in accordance with the Company’s normal payroll procedures.  You will also be entitled to an MBO
opportunity of up to  $125,000  paid out on a quarterly basis for an annual equivalent On
Target Earnings (OTE) of $350,000.  MBO’s
will be determined within sixty days of hire and will be based on specific
objectives agreed upon between you and the Chief Executive Officer.   You may be awarded an incentive bonus in excess of the target bonus based
on your performance, as determined in the sole discretion of the Compensation
Committee.


We
will recommend to the Compensation Committee at the first meeting following
your start date that you are granted an option to purchase 300,000 shares of the Company’s Common Stock
(the “Option”). The exercise price per share will be set at the fair
market value (defined as the closing price) of the common stock on the day the
grant is approved.  The option will be subject to the
terms and conditions applicable to options granted under the Company’s 2000
Omnibus Equity Incentive Plan (the “Plan”), as described in the Plan and the
applicable Stock Option Agreement. Your option will be subject to vesting, such
that you shall vest in 25% of the underlying shares one full year after the
grant date, and thereafter in equal monthly installments over the following 36
months conditioned on your continuous common law employment, as described in
the applicable Stock Option Agreement.


Following the initial twelve
month period of your employment, you will be eligible to receive additional
equity compensation awards as determined by the Compensation Committee in its
sole discretion, and it is anticipated that such grants will be made if
appropriate taking into account performance, overall compensation and such
other considerations as the Compensation Committee may deem relevant.


In the event you are subject
to an Involuntary Termination (as defined below) you will be entitled to a
severance equivalent to six months of your base salary paid in a lump sum or,
at the Company’s option, in installments over a period of six months, subject
to appropriate deductions and 50% of the bonus target in effect for the year in
which your are terminated.  Additionally,
you will be reimbursed for any COBRA payments 













made by you during the 6
month period following your termination.


Notwithstanding anything in
this offer, the Plan or the applicable stock option agreements to the contrary,
if the Company is subject to a Change of Control (as defined in the Stock
Option Agreement) before your employment with the Company terminates and you
are subject to an Involuntary Termination within 12 months on or after that
Change of Control, then 50% of the then-unvested shares subject to the Option
will become vested and exercisable upon such Involuntary Termination (as
defined below). Notwithstanding anything to the contrary in the Stock Option
Agreement, a “going private” transaction shall not constitute a Change of
Control.


“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). 
If you wish to resign your employment for Good Reason, you will give the
Company 30 day’s written notice of resignation. 
The Company will have 30 days from receipt of such written notice to
cure the reason(s) for your resignation before you are entitled to receive any
benefits as a result of resignation for Good Reason.  In order to receive any benefits upon
termination, you will be required (i) to sign a general release in a form
acceptable to you and the Company, of claims that you may have against the
Company and (ii) to return all Company property.  In exchange for signing the Release, you will
be eligible to receive a payment equivalent to six months of your base pay and
50% of the bonus target in effect for the year in which you are
terminated.  Additionally, you will be
reimbursed for any COBRA payments made by you during the 6 month period
following your termination.  Involuntary
termination does not include termination by reason of death or Permanent
Disability.


“Permanent
Disability” means your inability to perform the essential functions
of your position with or without reasonable accommodation for a period of 120
consecutive days because of your physical or mental impairment.


“Cause”
means a determination in the reasonable good faith of the Company that you
have: (a) engaged in any act of fraud, embezzlement or dishonesty or any
other act in violation of the law, including but not limited to, the conviction
of, or pleading no lo contender to, a felony (except for ordinary traffic
violations); (b) materially breached your fiduciary duty to the Company; (c)
unreasonably refused to perform the good faith and lawful instructions of the
CEO (d) engaged in willful misconduct or gross negligence that has a material
adverse effect on the Company; (e) willfully breached the Employment,
Confidential Information and Invention Assignment Agreement; or (f) made any
willful unauthorized use or disclosure of confidential information or trade
secrets of the Company (or any parent or subsidiary).


“Good Reason”
means (a) you are assigned significant duties inconsistent with your current
position in the Company or your employment terms or responsibilities are
materially diminished by the Company; (b) you are required to relocate to a
regular work location that is more than 50 miles from the Company’s 



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office where you regularly
work, without your approval; (c) a material breach by the Company of its
obligations under the terms of your employment with the Company; or (d) in
connection with a Change of Control, you report to someone other than the CEO
of the parent or successor entity.


As a Company employee, you will also be eligible to
receive all employee benefits, which will include health care (medical, vision,
prescription drug, dental, hospital) and life and disability insurance (life,
accidental death and dismemberment, long term disability, short term
disability), vacation (paid time off) of 20 days per annum and 12 public
holidays in accordance with the company’s published schedule, etc.  You should note that the Company reserves the
right to modify compensation and benefits from time to time, as it deems
necessary.


You should be
aware that your employment with the Company is for no specified period and
constitutes at will employment.  As a
result, you are free to resign at any time, for any reason or for no
reason.  Similarly, the Company is free
to conclude its employment relationship with you at any time, with or without
cause, and with or without notice.


For purposes of
federal immigration law, you will be required to provide to the Company
documentary evidence of your identity and eligibility for employment in the
United States.  Such documentation must
be provided to us during your Orientation period (schedule to be confirmed), or
our employment relationship with you may be terminated.


You agree that, during
the term of your employment with the Company, you will not actively engage in
any other employment, occupation, consulting or other business directly or indirectly
related to the business in which the Company is now involved or becomes
involved during the term of your employment, nor will you engage in any other
activities that conflict with your obligations to the Company.


As a Company
employee, you will be expected to abide by the Company’s rules and regulations.
You will be expected to sign and comply with an Employment, Confidential
Information and Invention Assignment Agreement (the “Employee NDA”) that
requires, among other provisions, the assignment of patent rights to any
invention made during your employment at the Company and non-disclosure of
proprietary information.  Your employment
will be contingent upon and not be deemed effective until you have executed and
returned the Employee NDA to the Company.


As provided in the
Employee NDA, in the event of any dispute or claim relating to or arising out
of our employment relationship, you and the Company agree that all such
disputes shall be fully and finally resolved by binding arbitration conducted
by the American Arbitration Association in San Mateo County, California (or
some other mutually agreed upon location) under the National Rules for the
Resolution of Employment Disputes.  The
Company agrees to pay 



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the fees and costs
of the arbitrator.   However, as also
provided in the Employee NDA, we agree that this arbitration provision shall
not apply to any disputes or claims relating to or arising out of the misuse or
misappropriation of the other party’s trade secrets or proprietary information.


To indicate your
acceptance of the Company’s offer, please sign and date this letter before July 24, 2006 in the space
provided below and return it to me.  A
duplicate original is enclosed for your records.  This letter, along with the agreement
relating to proprietary rights between you and the Company, sets forth the
terms of your employment with the Company and supersedes any prior
representations or agreements, whether written or oral.  This letter may not be modified or amended
except by a written agreement, signed by an officer of the Company and you.


We
look forward to working with you.


	
  

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Joshua
  Pickus

  	
   

  
	
   

  	
   

  
	
   

  	
  Joshua Pickus

  
	
   

  	
  Chief Executive
  Officer

  
	
   

  	
  SupportSoft

  



 


By signing this Offer Letter, I hereby accept, acknowledge and agree to
the terms and conditions as stated above.


	
  On this day of 7/21, 2006

  
	
   

  	
   

  
	
  /S/ Robert
  Barnum

  	
   

  
	
  Robert Barnum

  	
   

  
	
   

  	
   

  
	
  August 1, 2006

  	
   

  
	
  Start Date

  	
   

  
	
   

  	
   

  
	
  Enclosures:

  	
  Duplicate Original Letter

  
	
   

  	
  Employment,
  Confidential Information and

  
	
   

  	
  Invention
  Assignment Agreement (To be supplied)

  
	
   

  	
  Benefits Summary

  
	
   

  	
  Travel Policy

  
				



 



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