sprt_ex101










Exhibit 10.1



 



CONFIDENTIAL






August
10, 2020

 



VIA EMAIL

 


Lance
Rosenzweig

 





Dear
Lance,

 


We are
pleased to offer you the position of President and Chief Executive
Officer (“CEO”) of Support.com,
Inc. (the “Company”). You will have
the duties, authorities and responsibilities commensurate with the
duties, authorities and responsibilities of presidents and chief
executive officers of similarly sized companies, and such other
duties, authorities and responsibilities as the Company’s
Board of Directors (the “Board”) may designate
from time to time that are not inconsistent with your position as
President and CEO.

 


You
will be based out of Los Angeles, California and will report to the
Board. As the Company’s President and CEO, you will be
expected to devote your full business time, attention and energies
to the performance of your duties with the Company on an exempt
basis.

 


Prior
to engaging in any business activity other than the preceding while
you are an employee of the Company, you must first obtain the
approval of the Board. Any such business activity must not
materially interfere with the performance of your duties to the
Company. Nothing herein will prevent you from (i) continuing to
provide services pursuant to any arrangement as of the date hereof
that is listed on Attachment
A hereto, (ii) serving on the board of directors of a
publicly traded company with prior written consent of the Board
which shall not be unreasonably withheld, (iii) serving on the
boards of directors of non-profit organizations, (iv) participating
in charitable, civic, educational, professional, community or
industry affairs, and (v) managing the your passive personal
investments so long as such activities in the aggregate do not
materially interfere with the performance of your duties to the
Company.

 


In
addition, you will be appointed to serve as a member of the Board
within thirty (30) days following your commencement of employment
with the Company as President and CEO. Thereafter, for as long as
you remain CEO, the Company will place your name on the list of
nominations as a candidate to be elected as, and take all
reasonable action to cause you to be, a member of the Board,
subject to stockholder vote. Notwithstanding the foregoing, you
agree to resign immediately from the Board in the event that you
cease to be CEO. While you provide services as CEO, you will not be
entitled to receive any compensation for your services as a Board
member.

 


The
principle terms and conditions of our offer are as
follows:

 



Start Date. Your anticipated employment commencement date
(“Start
Date”) is August 10, 2020.

 



Base Salary. Your initial annual base salary (the
“Base
Salary”) will be $480,000, payable in accordance with
the Company’s normal payroll practices, but no less
frequently than monthly.


 











 







Page 2


Lance
Rosenzweig

 




 


Thereafter,
your annual base salary will be determined by the Board and subject
to review on an annual basis. 

 



Bonus. You will be eligible for a bonus for 2020 in the form
of a stock grant of 100,000 shares of common stock of the Company
payable in January 2021 subject applicable withholding taxes (which
may be satisfied at your election by reducing the number of shares
otherwise delivered to you) and your continued employment through
the payment date. You will be eligible to participate in our
corporate bonus program each fiscal year beginning with the 2021
fiscal year. Your annual bonus target under the corporate bonus
program will be 75% of your Base Salary for the applicable fiscal
year (your “Target
Bonus”). The actual bonus amount awarded to you (your
“Actual
Bonus”) will be determined by the Board based in all
cases upon its determination of the achievement of pre-established
Company and individual performance objectives established by the
Board in good faith consultation with you. To receive payment of
any Actual Bonus, you must be employed by the Company on the last
day of the period to which such bonus relates and at the time
bonuses are paid, except as otherwise provided herein. Your bonus
participation will be subject to all the terms, conditions and
restrictions of the applicable Company bonus program, as amended
from time to time, including the Board’s reservation of
discretion to administer and modify the program. Except
as set forth below, the Actual Bonus will be paid in the calendar
year following the year with respect to which the performance of
the Annual Bonus relates at the same time as bonuses are payable to
other employees pursuant to the terms of the applicable Company
bonus plan, as amended from time to time.

 


Pursuant
to the charter of the Compensation Committee of the Board, your
performance and compensation terms will be reviewed at least
annually. You acknowledge that compensation that you receive from
the Company may be subject by law to certain recoupment
(“clawback”) requirements applicable to public
companies.

 



Equity Awards. On or as soon as administratively practicable
following your Start Date, you will be granted stock options under
the Company’s 2010 Equity and Performance Incentive Plan
and/or 2014 Inducement Award Plan (collectively, the
“Plans”) as
follows:

 


Time Vest Stock
Option. You will be awarded a non-qualified stock option to
purchase 400,000 shares of the Company’s common stock at an
exercise price equal to the fair market value thereof on the date
of grant (the “Time
Vest Option”). The Time Vest Option will vest monthly
over a three (3) year period beginning on your Start Date subject
to your continued employment. Subject to your compliance with the
Release Requirement (defined below), the Time Vest Option shall
accelerate and become vested and exercisable (i) with respect to
the number of shares that would vest within an additional three (3)
months upon your Involuntary Termination within two years following
your Start Date, or six (6) months if your Involuntary Termination
is more than two years after your Start Date, and (ii) as to 100%
of the then-unvested shares subject to such option upon your
Involuntary Termination on or within twelve months following a
Change of Control” (as defined in the applicable Plan for
purposes hereof). The Time Vest Option will also be subject to the
terms and conditions of the applicable stock plan and a stock
option agreement approved by the Board substantially in the form
attached hereto as Attachment
B.

 


 








 


 







Page 3


Lance
Rosenzweig


 





 





Performance Stock
Option. You will also be awarded an additional non-qualified
stock option to purchase 600,000 shares of the Company’s
common stock at an exercise price equal to fair market value
thereof on the date of grant (the “Performance Option”). The
vesting of the shares subject to the Performance Option will be
subject to a performance requirement and a service vesting
requirement, both of which must be satisfied during the term of the
Performance Option.

 




-

The performance
requirement will be satisfied either (i) on the date as of which
the average daily closing price of the Company’s common stock
on the Nasdaq Stock Market for the ten (10) consecutive business
days through and including such date equals or exceeds 150% of the
exercise price of the Performance Option (the “Premium Price”), or (ii)
the closing date of a Change of Control in which the price paid per
share of common stock in the transaction equals or exceeds the
Premium Price. If the performance requirement is not satisfied on
or before the closing of a Change of Control, the Performance
Option will be forfeited in full. If the performance requirement is
not satisfied on or before your termination of employment, or
within three (3) months following your Involuntary Termination
subject to your compliance with the Release Requirement, the
Performance Option will be forfeited in full.





 




-

The service vesting
requirement will be satisfied monthly over a three (3) year period
beginning on your Start Date subject to your continued employment
through each service vesting date. Subject to your compliance with
the Release Requirement, service vesting will accelerate (i) with
respect to the number of shares that would service vest within an
additional three (3) months upon your Involuntary Termination
within two years following your Start Date, or six (6) months if
your Involuntary Termination is more than two years after your
Start Date, and (ii) as to 100% of the then-unvested shares upon
your Involuntary Termination on or within twelve months following a
Change of Control.





 


The
Performance Option will also be subject to the terms and conditions
of the applicable stock plan and a stock option agreement approved
by the Board substantially in the form attached hereto as
Attachment C.

 


The
Time Vest Option and the Performance Option will also provide for
100% acceleration of service vesting upon a Change of Control to
the extent such options will not be continued, assumed or
substituted and would otherwise be terminated without consideration
upon the closing of the Change of Control; provided, however, that
if the performance requirement is not satisfied on or before the
closing of the Change of Control, the Performance Option will be
forfeited in full.

 



Employee Benefits and Vacation. You will be entitled to
participate in all employee retirement, welfare, insurance, benefit
and vacation programs of the Company as are in effect from time to
time and in which other senior executives of the Company are
eligible to participate, on the same terms as such other senior
executives. You will be eligible to purchase Medical, Dental,
Vision and ancillary volunteer benefits on the first of the month
following 60 days of employment. You will be entitled to a minimum
of four weeks of vacation each calendar year during your employment
(prorated for partial years), subject to increase in accordance
with the vacation policy applicable to other senior executives of
the Company.


 







 







Page 4


Lance
Rosenzweig





 






Severance. If your employment with the Company terminates as
a result of an Involuntary Termination, and you execute and deliver
to the Company the Company’s standard Release Agreement attached hereto as
Attachment D (the
“Release”) and that
Release becomes effective and irrevocable within twenty-eight (28)
days following your termination date in accordance with applicable
law (the “Release
Requirement”), then you will become entitled to
receive the following benefit:

 


On the
first payroll date following the twenty-eight (28) day period after
the date of your Involuntary Termination as described in the
immediately preceding paragraph (subject to your timely execution
and effectiveness of the Release), the Company shall pay to you a
lump-sum payment equal to the sum of (a) 50% of your then current
annual Base Salary (or 100% of your then current annual Base Salary
if the termination occurs more than two years after your Start
Date), and (b) an amount equal to twelve (12) months of the COBRA
continuation coverage premium under the Company’s group
medical plans as in effect at the time such termination occurs less
the amount of your portion of the premium as if you were an active
employee. Further, upon such Involuntary Termination, subject to
your timely execution and effectiveness of the Release, the Company
shall pay you a pro-rata portion of your Actual Bonus for the
fiscal year in which the such termination occurs as determined by
the Board based on actual performance for such year (determined by
multiplying the amount of such bonus which would be due for the
full fiscal year by a fraction, (i) the numerator of which is the
number of days during the fiscal year of termination that you are
employed by the Company and (ii) the denominator of which is 365),
payable at the same time the Actual Bonus would have been paid if
you had continued to be employed by the Company.

 



Definitions. For purposes of hereof, the following
definitions shall be in effect:

 


“Involuntary Termination”
means either: (a) that your employment is terminated by the Company
without Cause 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 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
thirty (30) business days thereafter, with such Good Reason
termination to be effective immediately upon delivery of such
notice to the Company. In order to receive any benefits upon
termination, (i) the Release must be signed by you and must become
effective/irrevocable within twenty-eight (28) days following your
Involuntary Termination date in accordance with applicable law, and
(ii) you must return all Company property. An Involuntary
Termination shall not include a termination by reason of death or
disability.

 


“Cause” means a
determination in the reasonable good faith of the Board that you
have: (a) engaged in any act of fraud or embezzlement; (b) engaged
in any act in violation of the law that causes or would be
reasonably expected to cause material harm to the Company; (c)
materially breached your fiduciary duty to the Company; (d)
unreasonably and willfully refused to perform the reasonable, good
faith and lawful written instructions of the Board; (e) engaged in
willful misconduct which causes material harm to the Company; (f)
willfully breached the CIIA (as defined below) which causes
material harm to the Company; or (g) made any willful unauthorized
use or disclosure of confidential information or trade secrets of
the Company (or any parent or subsidiary) which causes material
harm to the Company; provided, however, that you will not be deemed
to have terminated for Cause if such failure or breach, to the
extent capable of cure, is corrected prior to the expiration of the
ten (10) day period following delivery to you of the
Company’s written notice of its intention to terminate your
employment for Cause.


 







 







Page 5


Lance
Rosenzweig


 





 





“Good Reason” means (a)
your employment duties, authorities or responsibilities are
materially diminished by the Company without your prior written
consent; (b) a material change in the geographic location of your
place of employment (currently to be Los Angeles, California)
without your approval, with a relocation of more than fifty (50)
miles to be deemed material for purposes hereof; (c) a material
breach by the Company of its obligations under the terms of this
Employment Agreement or any equity award agreement including,
without limitation, your removal from the Board by the Company
(other than for Cause) or the failure to nominate you to serve on
the Board; or (d) a material reduction in the annual rate of your
Base Salary or Target Bonus by the Company.

 



Section 409A. This offer is intended to comply with, or be
exempt from, the requirements of Section 409A (“Section 409A”) of the
Internal Revenue Code of 1986, as amended (the “Code”), as applicable,
but the Company does not guarantee the tax treatment associated
with the terms set forth in this offer and by signing this offer
you acknowledge and agree that you had an opportunity to consult
counsel of your choice. Notwithstanding any other provision of this
Agreement, payments provided under this Agreement may only be made
upon an event and in a manner that complies with Section 409A or an
applicable exemption. Any payments under this Agreement that may be
excluded from Section 409A either as separation pay due to an
involuntary separation from service or as a short-term deferral
will be excluded from Section 409A to the maximum extent possible.
For purposes of Section 409A, each installment payment provided
under this Agreement will be treated as a separate payment. Any
payments to be made under this Agreement upon a termination of
employment will be made only upon a “separation from
service” under Section 409A. Notwithstanding any other
provision of this Agreement, if any payment or benefit provided to
you in connection with your termination of employment is determined
to constitute “nonqualified deferred compensation”
within the meaning of Section 409A and you are determined to be a
“specified employee” as defined in Section
409A(a)(2)(b)(i), then such payment or benefit will not be paid
until the first payroll date to occur following the six month
anniversary of your date of termination or, if earlier, on your
death (the “Specified Employee Payment Date”). The
aggregate of any payments that would otherwise have been paid
before the Specified Employee Payment Date will be paid to you in a
lump sum on the Specified Employee Payment Date and thereafter, any
remaining payments will be paid without delay in accordance with
their original schedule.

 



Agreement to Arbitrate. 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 in Santa Clara, California (or
another mutually agreed upon location), pursuant to the following
terms of this agreement to arbitrate. The Law applicable to any
issues regarding the scope, effectiveness or interpretation of this
arbitration provision shall be the Federal Arbitration Act. The
Company agrees to pay the fees and costs of the
arbitrator.

 


Mutual agreement
to arbitrate and waive rights to trial by judge or jury or by class
action. In the event of any future dispute, controversy or
claim that either party may have against the other, including the
Company’s parent, subsidiaries, or affiliates or any of their
officers, directors, shareholders, representatives, attorneys,
agents, or assigns in their capacity as such or otherwise, arising
from or relating to this Employment Agreement (as defined below) or
the CIIA, its breach, any matter addressed by this Employment
Agreement or the CIIA, and/or your employment with the Company
through your separation date, the Company and you agree to resolve
any such dispute (collectively, the “Claims”) by arbitration
in accordance with the terms of this agreement to arbitrate.
Notwithstanding the foregoing, the parties agree that this
agreement to arbitrate shall not apply to any disputes or claims
relating to or arising out of the misuse or misappropriation of the
other party’s intellectual property or proprietary
information. In the event of any conflict between this agreement to
arbitrate on the one hand, and any conflicting terms in the CIIA,
this agreement to arbitrate provision shall govern and
control.


 







 







Page 6


Lance
Rosenzweig






 





The
Claims covered by this agreement to arbitrate provision include,
without limitation, claims arising out of contract law, tort law,
common law, wrongful discharge law, privacy rights, statutory
protections, constitutional protections, wage and hour law,
California Labor Code protections, the California Fair Employment
and Housing Act (which includes claims for discrimination or
harassment on the basis of age, race, color, ancestry, national
origin, disability, medical condition, marital status, religious
creed, sex, pregnancy, gender, and sexual orientation), any similar
state discrimination law, the California Family Rights Act, the
federal Family and Medical Leave Act, the federal Civil Rights Acts
of 1964 and 1991, as amended, the Age Discrimination in Employment
Act, the Older Workers Benefit Protection Act, the Americans with
Disabilities Act, claims for benefits (except when a benefit or
pension plan specifies that its claims procedures shall culminate
in an arbitration procedure different from this one), and claims
for violation of any federal, state, or other governmental law,
statute, regulation, or ordinance.

 


You
agree to have all Claims determined in arbitration as provided
herein in an individual capacity and not as a class action,
collective or representative basis, and hereby waive any right to
bring class-wide, collective or representative claims before any
arbitrator or in any forum, except to the extent a representative
action under the California Private Attorney General Act is, as a
matter of law, not deemed subject to such a waiver. Notwithstanding
the foregoing, you acknowledge that any Claims you may have for
workers’ compensation, state unemployment compensation
benefits and/or state disability insurance are not covered by this
agreement to arbitrate, as are any Claims that cannot, by
applicable state and federal law, be submitted to arbitration.
Nothing in this agreement to arbitrate shall be construed as
limiting your right to file a claim with or seek the assistance of
the Equal Employment Opportunity Commission, the National Labor
Relations Board, Department of Labor, or any similar state or
federal administrative agency, however, any claim that cannot be
resolved administratively or is not submitted to the applicable
agency for resolution shall be subject to this agreement to
arbitrate.

 


You
understand that, by this agreement to arbitrate, the Parties hereto
are waiving their rights to have a Claim adjudicated by a court or
jury, and to pursue a Claim as part of a class action. This
arbitration provision is not intended to modify or limit
substantive rights or the remedies available to the Parties,
including the right to seek interim relief, such as injunction or
attachment, through judicial process, which shall not be deemed a
waiver of the right to demand and obtain arbitration.

 


Arbitration in
accordance with JAMS Rules. Except as otherwise provided
herein, arbitration shall be in accordance with the then-current
JAMS Employment Arbitration Rules and Procedures before a single
neutral arbitrator who is selected in accordance with the Rules.
The arbitration shall take place in a mutually agreed location. The
arbitrator shall apply the substantive law of California, or
federal law, or both, as applicable to the Claim asserted. Each
party shall have the right to take written discovery and
depositions as provided for under the California Code of Civil
Procedure, as well as to subpoena witnesses and documents for
discovery and for arbitration. Each party shall be entitled to all
types of remedies and relief otherwise available in
court.

 


 




 







Page 7


Lance
Rosenzweig





 


The
arbitrator shall have the exclusive authority to resolve any
dispute relating to the formation, interpretation, applicability,
or enforceability of this Agreement, including, without limitation,
any Claim that all or any part of this Agreement is void or
voidable. The arbitrator’s decision shall be a reasoned
decision in writing, revealing the essential findings and
conclusions forming the basis of the award, and shall be final and
binding on the parties.

 


Costs and
Fees. If you allege a Claim constituting a violation of a
statute relating to employment, including, without limitation, the
California Fair Employment and Housing Act (or similar state
statute), the Civil Rights Acts of 1964 and 1991, the Age
Discrimination in Employment Act, or the Americans with
Disabilities Act, the Company will advance all costs of the
arbitration that would not be incurred by the parties if the
dispute were litigated in court, namely, the fees of the arbitrator
and any arbitration association administrative fees and similar
charges.

 


Except
as set forth above, each party shall pay for its own costs, and
attorney fees, if any. However, if any party prevails in a
statutory Claim that affords the prevailing party attorney fees,
the arbitrator may award reasonable attorney fees to the prevailing
party in addition to any and all other remedies afforded by the
relevant statute.

 


Exclusive
Forum. Arbitration as described herein will be the exclusive
forum for any Claims arising under the Employment Agreement. The
arbitration decision shall be final, conclusive and binding on both
parties and any arbitration award or decision may be entered in any
court having jurisdiction. The Parties agree that the prevailing
party in any arbitration shall be entitled to injunctive relief in
any court of competent jurisdiction to enforce the arbitration
award. The Parties further agree that the prevailing party in any
such proceeding shall be awarded reasonable attorneys' fees and
costs.

 



General.

 


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.

 


Your
employment with us is contingent upon and at all times subject to
your eligibility for employment as our President and CEO under
state and federal law. Without limiting the foregoing, 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. Similarly, for the purposes of state law, because the
Company is a registered “Alarm Company” in California
with the Bureau of Security and Investigative Services
(“BSIS”) as required by one
or more program contracts, you will be required to provide to the
Company documentary evidence of your identity and eligibility to
serve as an officer of a registered Alarm Company.


 







 







Page 8


Lance
Rosenzweig






 


The
Company will enter into an indemnification agreement with you in
the same form as is provided to its other officers and
directors.

 


Within
thirty (30) days upon presentation of appropriate documentation,
the Company will pay directly or reimburse you for reasonable legal
fees and costs incurred in connection with negotiating and
reviewing this letter and any related documents or matters up to an
amount not exceeding $15,000.

 


All
payments hereunder will be subject to withholding of applicable
federal, state and local income and employment taxes and other
deductions.

 


As a
Company employee, you will be expected to abide by the
Company’s written obligations, policies and procedures at all
times, which will be provided to you. You will also be expected to
sign and comply with a Confidential Information and Invention
Assignment Agreement (the “CIIA”) that requires,
among other provisions, the assignment of patent rights to any
invention made during your employment at the Company (subject to
California Labor Code Section 2870), non-solicitation of our
employees, and non-disclosure of proprietary information; provided,
that the last sentence of Section 7 of the CIIA (related to the
solicitation of customers) shall have no force or effect except to
the extent you use trade secrets to aid in such solicitation. Your
employment will be subject to you having executed and returned the
CIIA to the Company by your Start Date.

 


To
indicate your acceptance of the Company’s offer, please sign
and date this letter by August 10, 2020, and return it to my
attention by email with a copy to Olivia Mirzoyev at Olivia.Mirzoyev@support.com.
This letter, along with the Attachments hereto and the CIIA, sets
forth the terms of your employment with the Company
(“Employment
Agreement”) and supersedes any prior representations
or agreements, whether written or oral. This Employment Agreement
may not be modified or amended except by a written agreement,
approved by the Compensation Committee of the Board or its
designee, and signed by a designated representative of the Company
and you.

 


 




 







Page 9


Lance
Rosenzweig





 


We are
excited to have you join Support.com, and we look forward to
working with you!

 


Sincerely,

 


_________________________


Joshua
Schechter


Chairman
of the Board of Directors


Support.com,
Inc.


 


By
signing, I hereby accept, acknowledge and agree to the terms and
conditions as stated above in this Employment Agreement including
the Attachments incorporated herein by reference.

 


On this
day of August 10, 2020

 



________________________________


Lance
Rosenzweig


 




 







Page
10


Lance
Rosenzweig






 



ATTACHMENT A

 



TO OFFER LETTER

 



Existing Service Arrangements

 


 

 




●

Member of the
Boards of Directors: Boingo Wireless and NextGen
Healthcare





 

 




●

Advisor to Wheels
Labs





 

 

 

 

 

 


 




 







Page
11


Lance
Rosenzweig








ATTACHMENT B



TO OFFER LETTER


 



TIME VEST OPTION AWARD AGREEMENT

 


 


 

 




 







Page
12



CONFIDENTIAL










 



SUPPORT.COM, INC.



2014 INDUCEMENT AWARD PLAN



NOTICE OF STOCK OPTION GRANT


 


 


	

Lance
Rosenzweig


 

	


Grant Number:

	

%%OPTION_NUMBER%-%


	


Grant Date:

	

August
10, 2020


	


Options Granted:

	

400,000


	


Exercise Price:

	

%%OPTION_PRICE,'$999,999,999.99'%-%


	


Employee ID#:

	

%%EMPLOYEE_IDENTIFIER%-%

	


Expiration Date:

	

August
10, 2030


	


Document:

	


2014 Non-Standard Notice

	


Grant Type:

	


Non-Qualified Stock Option







 


 


 


 






 



You have been granted the above-described option (the
“Option”) to purchase Common Stock of Support.com, Inc.
(the "Company") under the 2014 Inducement Award Plan (the "Plan")
as an inducement to your employment with the Company. Unless
otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Plan.


 



Vesting Schedule:


 



Subject to your continued employment with the Company,
1/36th
of the Shares subject to the Option
will vest each month beginning on your Start Date (as defined
in your offer letter from the Company dated August 10, 2020
(the “Offer Letter”)), with full vesting on the three
(3) year anniversary of your Start Date.


 


	


SHARES

	


VEST TYPE

	


FULL VEST


	
 

	
 

	
 


	

400,000

	

Service
Vesting

	

The
three year anniversary of your Start Date







 



Vesting Acceleration upon an Involuntary Termination


Subject
to your compliance with the Release Requirement (defined below),
(i) if you experience an Involuntary Termination (as defined in the
Offer Letter) within two years following your Start Date, the
Option shall accelerate and become vested and exercisable with
respect to the number of Shares that would have vested during the
three (3) month period immediately following the date of your
Involuntary Termination, had you remained employed by the Company
throughout such three (3) month period, (ii) if you experience an
Involuntary Termination more than two years after your Start Date,
the Option shall accelerate and become vested and exercisable with
respect to the number of Shares that would have vested during the
six (6) month period immediately following the date of your
Involuntary Termination, had you remained employed by the Company
throughout such six (6) month period, and (iii) if you experience
an Involuntary Termination on or within twelve months following a
Change of Control, 100% of the then-unvested Shares subject to your
Option shall accelerate and become vested and
exercisable.


 


To
receive the accelerated Option vesting described above, you must
execute and deliver to the Company a Release Agreement
substantially in the form attached as Attachment D to the Offer
Letter (the “Release”) and that Release must become
effective and irrevocable within twenty-eight (28) days following
the date of your Involuntary Termination in accordance with
applicable law (the “Release
Requirement”).


 




 







Page
13


Lance
Rosenzweig






 



Other Vesting Acceleration upon a Change of Control


To the
extent your Option is not continued, assumed, or substituted and
would otherwise be terminated without consideration upon the
closing of a Change of Control, 100% of the then-unvested Shares
subject to your Option shall accelerate and become vested and
exercisable immediately prior to the Change of
Control.


 



Post-Termination Exercise Period


If your
service with the Company terminates for any reason, then (a) to the
extent not yet vested as of your termination of employment, after
giving effect to the provisions under “Vesting Acceleration
upon an Involuntary Termination,” the Option will be
cancelled effective on your employment termination date; and (b)
except in the case of your death or disability, the vested portion
of your Option will expire on the date that is ninety (90) days
after your service termination date (or if earlier, the Expiration
Date or termination upon a corporate transaction pursuant to the
Plan).


 



By accepting this grant, you and the Company agree that this grant
is awarded under and governed by the terms and conditions of this
Notice, and by the Stock Option Agreement and the 2014 Equity and
Performance Incentive Plan, which are hereby incorporated by this
reference and made a part of this Notice.


 


 

 


 




 







Page
14


Lance
Rosenzweig






 



ATTACHMENT C



TO OFFER LETTER


 



PERFORMANCE OPTION AWARD AGREEMENT

 

 

 

 

 

 

 


 


 

 




 







Page
15



CONFIDENTIAL










 



SUPPORT.COM, INC.



2010 EQUITY AND PERFORMANCE INCENTIVE PLAN



NOTICE OF GRANT OF STOCK OPTIONS
(“NOTICE”)


 




	

Lance
Rosenzweig


 


 

	


Grant Number:

	

%%OPTION_NUMBER%-%


	


Grant Date:

	

August
10, 2020


	


Options Granted:

	

600,000


	


Exercise Price:

	

%%OPTION_PRICE,'$999,999,999.99'%-%


	


Employee ID#:

	

%%EMPLOYEE_IDENTIFIER%-%

	


Expiration Date:

	

August
10, 2030


	


Document:

	


2010 Non-Standard Notice

	


Grant Type:

	


Non-Qualified Stock Option







 


 



You have been granted the above-referenced option to purchase
Common Stock of Support.com, Inc. (the "Company") under the 2010
Equity and Performance Incentive Plan (the "Plan"). Unless
otherwise defined herein, capitalized terms shall have the meanings
assigned to such terms in the Plan.


 



By accepting this grant, you and the Company agree that this grant
is awarded under and governed by the terms and conditions of this
Notice, and by the accompanying Stock Option Agreement and the
Plan, which are hereby incorporated by this reference and made a
part of this Notice.


 



Vesting Schedule:


 


The
vesting of the Shares subject to the Option will be subject to a
performance vesting requirement and a service vesting requirement,
both of which must be satisfied during the term of the Option. Each
Share subject to the Option will become vested on the later of the
satisfaction of the performance vesting requirement and completion
of the service vesting requirement.


 



Performance Vesting Requirement


 


The
performance vesting requirement will be satisfied either (i) on the
date as of which the average daily closing price of the Shares on
the Nasdaq Stock Market for the ten (10) consecutive business days
through and including such date equals or exceeds 150% of the
Exercise Price (the “Premium Price”), or (ii) on the
closing date of a Change of Control in which the price paid per
Share in the transaction equals or exceeds the Premium Price. If
the performance vesting requirement is not satisfied on or before
the closing of a Change of Control or, if earlier, the Expiration
Date, the Performance Option will be forfeited in full. In
addition, if the performance vesting requirement is not satisfied
(x) on or before your termination of employment for any reason, or
(y) subject to your compliance with the Release Requirement (as
defined below), within three (3) months following your Involuntary
Termination (as defined in your
offer letter from the Company dated August 10, 2020 (the
“Offer Letter”)) or, if earlier, the Expiration Date,
the Option will be forfeited in full. For the avoidance of doubt,
the Option is forfeited in full if the performance vesting
requirement is not satisfied pursuant to this paragraph regardless
of the extent to which the service vesting requirement has been
satisfied or vesting would otherwise be accelerated under any
policy applicable upon termination by reason of death or
disability.


 



Service Vesting Requirement


 



Subject to your continued employment with the Company,
1/36th
of the Shares subject to the Option
will satisfy the service vesting requirement each month beginning
on your Start Date (as defined in the Offer Letter), with
complete satisfaction of the service vesting requirement on the
three (3) year anniversary of your Start Date.


 




 







Page
16


Lance
Rosenzweig






 



Service Vesting Acceleration upon an Involuntary
Termination


Subject
to your compliance with the Release Requirement, (i) if you
experience an Involuntary Termination (as defined in the Offer
Letter) within two years following your Start Date, service vesting
shall accelerate with respect to the number of Shares that would
have service vested during the three (3) month period immediately
following the date of your Involuntary Termination, had you
remained employed by the Company throughout such three (3) month
period, (ii) if you experience an Involuntary Termination more than
two years after your Start Date, service vesting shall accelerate
with respect to the number of Shares that would have service vested
during the six (6) month period immediately following the date of
your Involuntary Termination, had you remained employed by the
Company throughout such six (6) month period, and (iii) if you
experience an Involuntary Termination on or within twelve months
following a Change of Control, service vesting shall accelerate
with respect to 100% of the then-unvested Shares subject to your
Option.


 


To
receive the accelerated service vesting described above, you must
execute and deliver to the Company a Release Agreement
substantially in the form attached as Attachment D to the Offer
Letter (the “Release”) and that Release must become
effective and irrevocable within twenty-eight (28) days following
the date of your Involuntary Termination in accordance with
applicable law (the “Release
Requirement”).


 



Other Service Vesting Acceleration upon a Change of
Control


To the
extent your Option is not continued, assumed, or substituted and
would otherwise be terminated without consideration upon the
closing of a Change of Control (other than by reason of failure to
satisfy the performance vesting requirement), service vesting shall
accelerate immediately prior to the Change of Control with respect
to 100% of the then-unvested Shares subject to your Option.
Notwithstanding any such acceleration of the service vesting
requirement, the Option will be forfeited if the performance
vesting requirement is not satisfied on or before the closing of a
Change of Control.


 



Post-Termination Exercise Period


If your
service with the Company terminates for any reason, then (a) to the
extent not yet vested as of your termination of employment, after
giving effect to the applicable Involuntary Termination provisions
above, the Option will be cancelled effective on your employment
termination date; and (b) except in the case of your death or
disability, the vested portion of your Option will expire on the
date that is ninety (90) days after your service termination date
(or if earlier, the Expiration Date or termination upon a corporate
transaction pursuant to the Plan).


 


Notwithstanding
the foregoing limitations on the post-termination exercise period,
if (i) the performance vesting requirement has not been satisfied
before your employment termination date but is satisfied within
three (3) months following the date of your Involuntary Termination
(and not later than the Expiration Date), and (ii) you have
complied with the Release Requirement, then the vested portion of
your Option as of your employment termination date will be
determined as if the performance vesting requirement had been
satisfied during your employment (as provided above), and such
vested portion of the Option will not expire before the date that
is thirty (30) days following the date on which the performance
vesting requirement is met (subject to earlier termination on the
Expiration Date or a corporate transaction pursuant to the
Plan).


 


 


 




 







Page
17


Lance
Rosenzweig






 



ATTACHMENT D



TO OFFER LETTER


 


 

 



SUPPORT.COM RELEASE TERMS

 



General Release. I, Lance Rosenzweig, on behalf of myself,
my heirs, representatives and assigns, I hereby fully and forever
release and discharge Support.com, Inc. (the “Company”) as well as its
past and present affiliates, subsidiaries, agents, related
entities, officers, directors, shareholders, employees, attorneys,
insurers, predecessors, successors, representatives, heirs and
assigns (collectively, “Releasees”), from any and
all claims, causes of action, suits, debts, and demands of any and
every kind, nature and character, presently known and unknown,
arising from or relating to any act or omission occurring prior to
the date I sign this Agreement (collectively, “Claims”).

 



Examples of Claims. The Claims I am releasing and
discharging include, but are not limited to, Claims arising from
and related to my recruitment, hiring, employment and termination
of employment with the Company, including Claims under federal,
state and local non-discrimination laws such as Title VII of the
Civil Rights Act of 1964 as amended, the Civil Rights Act of 1866,
the Civil Rights Act of 1991, the Employee Retirement and Income
Security Act of 1974 as amended (“ERISA”), the Americans
with Disabilities Act (“ADA”), the Age
Discrimination in Employment Act of 1967 as amended
(“ADEA”), the Equal Pay
Act, the Family Medical Leave Act, the Fair Labor Standards Act,
(as amended), the Fair Credit Reporting Act, the Worker Adjustment
and Retraining Notification Act, the Genetic Information
Nondiscrimination Act, the Immigration Reform and Control Act, the
Fair Employment and Housing Act, the California Labor Code, the
California Private Attorney General Act and under any and all other
applicable federal, state and local laws; Claims arising under
tort, contract, or quasi-contract law, including but not limited to
claims for unpaid wages, breach of express and implied contractual
obligations, misrepresentation, infliction of emotional distress,
violation of public policy, defamation, monetary damages and any
other form of personal relief, attorneys’ fees and
costs.

 



Known & Unknown Claims. In furtherance of my intent to
fully and forever release and discharge the Releasees from any and
all Claims, “presently known
and unknown,” I am waiving and releasing all rights
and benefits afforded to me, if any, under Section 1542 of the
California Civil Code, or under a comparable state law applicable
to me. I understand that California Civil Code Section 1542
provides as follows (parentheticals added):

 


A
general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her
favor at the time of executing the release and that, if known by
him or her, would have materially affected his or her settlement
with the debtor or released party.


 

 


 




 







Page
18


Lance
Rosenzweig






 


I
understand that this means that, if I later discover facts
different from or in addition to those that I now know or believe
to be true, that my release and discharge of all Claims under this
Agreement shall be and remain in full force and effect in all
respects notwithstanding such different or additional facts or my
later discovery of such facts.

 



Exclusions. I understand that my release and discharge of
all Claims under this Agreement excludes any claim(s) I may have
for:

 




1.

unemployment,
disability and paid family leave insurance benefits, if any such
benefit programs apply to me, pursuant to the terms of applicable
state law;





 




2.

workers’
compensation insurance benefits pursuant to Division 4 of the
California Labor Code (or comparable law of another state
applicable to me) under any worker’s compensation insurance
policy or fund of the Company;





 




3.

continued
participation in the Company’s group health benefit plans
pursuant to the terms and conditions of the federal law known as
“COBRA;”





 




4.

any benefit
entitlement(s) vested as of my Separation Date, pursuant to written
terms of any applicable employee benefit plan sponsored by the
Company and governed by the federal law known as
“ERISA”;





 




5.

any stock and
option shares vested as of my Separation Date, pursuant to the
written terms and conditions of any stock and/or option grant by
the Company to me existing before my Separation Date;





 




6.

violation of any
federal, state or local statutory and/or public policy right or
entitlement that, by applicable law, is not waivable;
and





 




7.

any wrongful act or
omission by any Releasee occurring after the date I sign this
Agreement.





 



Acknowledgement of wages paid. I acknowledge that I have
received my final paychecks which included payment of all wages due
and all accrued, unused vacation. I represent that I have has been
paid all amounts I was owed as salary, bonuses, commissions or
other wages and I have received reimbursement of all reimbursable
business expenses.

 



Continuing Rights and Obligations.

 


I
acknowledge and affirm that I have ongoing obligations to the
Company after my Separation Date under the Confidential Information and Invention
Assignment Agreement that I
signed in connection with my employment with the Company and a copy
of which is attached hereto as Attachment 1 (“CIIA”).

 


I
understand that nothing in this Agreement prevents or prohibits me
from (i) filing a claim with a government agency that is
responsible for enforcing a law, (ii) providing information
regarding my former employment relationship with the Company, as
may be required by law or legal process, or (iii) cooperating,
participating or assisting in any government or regulatory entity
investigation or proceeding pertaining to the Company.

 


 




 







Page
19


Lance
Rosenzweig






 


However,
I also understand that, because the Claims I am releasing and
discharging under this Agreement include all claims
“for monetary damages and
any other form of personal relief” (see the section
entitled “Examples of Claims” above), I may only seek
and receive non-personal forms of relief through any claim I may
file with a government agency; provided, however, that nothing
herein waives my right to file an application for an award for
original information submitted pursuant to section 21F of the
Securities Exchange Act of 1934.

 


I also
understand and agree that, even if required by subpoena to provide
testimony, or otherwise to cooperate, participate or assist in any
legal, government or regulatory proceeding that pertains to my
former employment with the Company, I shall promptly give written
notice to the Company’s Chairman of the Board (with attention
to the Legal Department) that I have been requested or required to
violate my CIIA in connection with or during such testimony, legal,
government or regulatory proceeding, so that the Company may take
legal action to protect its rights under my CIIA.

 



No Admission of Wrongdoing; No Disparagement. I agree that
neither the fact nor any aspect of this Agreement is intended, or
should be construed at any time, to be an admission of liability or
wrongdoing by either me or by any of the Releasees. I further agree
not to make, or encourage any other person to make, any negative or
disparaging statements, as fact or as opinion, about any of the
Releasees or their products, services, vendors, customers, or
prospective customers, or any person acting by, through, under or
in concert with any of them. The Company shall instruct its
executive officers and directors to refrain from making or
encouraging any other person to make any negative or disparaging
statements, as fact or as opinion, about you. The foregoing shall
not be violated by truthful statements made in response to legal
process, required governmental testimony or filings, or
administrative or arbitral proceedings (including depositions in
connection with such proceedings).

 



Agreement Deadline; Revocation Period; Effective Date. I
understand that:

 


I have
been advised by the Company to consult with an attorney of my own
choosing before signing this Agreement and returning it to the
Company on or before the Agreement Deadline.

 


The
last
date I can sign this Agreement is twenty-one (21) days after my
Separation Date (“Agreement
Deadline”).

 


For
seven (7) days after the date I actually sign this Agreement, I may
revoke it (“Revocation Period”). If I
revoke this Agreement, I must deliver written notice of my
revocation to the Company, no later than the seventh day after the
date I signed this Agreement.

 


The
“Effective
Date” of this Agreement will be the date I have signed
it, provided that I have returned to the Company my signature to
this Agreement and I have not timely revoked it during the
Revocation Period. I understand that this Agreement, as signed by
me, and any notice of revocation, should be delivered by U.S. mail,
hand or overnight delivery or facsimile to the number
below:

 


 




 







Page
20


Lance
Rosenzweig







 

 


Human
Resources & Legal Departments, Support.com

 


1200
Crossman Ave., Suite 210, Sunnyvale, California 94089

 


Confidential
Facsimile No: 650-482-3761

 



Complete Agreement; Changes. In signing this Agreement and
it becoming effective, I represent and warrant that I am not
relying on any statements, representations, negotiations, promises
or agreements that are not expressly set forth in this Agreement. I
also understand and agree that:

 




●

this Agreement
contains my entire understanding, and the entire agreement by me,
with respect to the matters covered herein; and





 




●

this Agreement
merges, cancels, supersedes and replaces all prior statements,
representations, negotiations, promises or agreements relating to
the subjects covered by this Agreement that may have been made by
any of the Releasees, including (but not limited to) my Offer
Letter from the Company, except (i) my CIIA which remains in full
force and effect in accordance with its terms, (ii) the benefit
plans and agreements referenced in clauses (4)-(5) in the section
entitled “General Release”, above, and (iii) any debt
obligation I owe to the Company; and





 




●

this Agreement
cannot be changed except by another written agreement signed by me
and approved by the Compensation Committee of the
Board.





 



I HAVE READ THE FOREGOING AGREEMENT. I UNDERSTAND IT AND KNOW THAT
I AM GIVING UP IMPORTANT RIGHTS, INCLUDING THE RIGHT TO SUE FOR AGE
DISCRIMINATION, HARASSMENT AND RETALIATION UNDER THE ADEA. I AM
AWARE OF MY RIGHT TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING
BEFORE SIGNING THIS AGREEMENT, AND I HAVE BEEN ADVISED TO UNDERTAKE
SUCH CONSULTATION. I SIGN THIS AGREEMENT FREELY AND VOLUNTARILY,
WITHOUT COERCION OR DURESS. I ACKNOWLEDGE AN AGREE THAT THIS
RELEASE IS IN EXCHANGE FOR GOOD AND VALUABLE CONSIDERATION IN
ADDITION TO ANYTHING OF VALUE I AM OTHERWISE ENTITLED TO
RECEIVE.

 




 




 







Page
21


Lance
Rosenzweig






 



EXECUTION

 


In
order to bind the Parties to this Agreement, the Parties, or their
duly authorized representatives have signed their names
below.

 





	


Support.com, Inc.


 

	
 

	


Lance Rosenzweig


 

	
 


	

By:
______________________________


 

	
 

	
______________________________ 



	
 


	

Name:
______________________________


 

	
 

	

Date:______________________________


 

	
 


	

Title:
______________________________


 

	
 

	
 

	
 






 







Please
return a signed copy to:

 


Human
Resources & Legal Departments


Support.com,
Inc.


1200
Crossman Ave., Suite 210, Sunnyvale, California 94089


Confidential
Facsimile No: 650-482-3761