EXHIBIT 10.10


 


November 22,
2006


 


Richard
Mandeberg


 


Dear
Richard,


 


On
behalf of SupportSoft, Inc., a Delaware Corporation (“the Company”), we
are pleased to offer you the position of Senior Vice President, Consumer
Business Development, with a start date of December 18, 2006, reporting to
the Chief Executive Officer. As part of SupportSoft’s hiring policy, you will
be asked to sign a Release for a background check.


 


The
offer will include an annual equivalent base salary of $240,000.  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  25%  of your base salary for an annual equivalent On Target
Earnings of $305,000.  Your MBO plan will
provide for overachievement opportunities at least equal to your base MBO
opportunity.  MBO’s will be determined
within thirty days of hire and will be based on specific objectives agreed upon
between you and the Chief Executive Officer. 
Payments on MBO’s will be made no less frequently than every six months
based on achievement of results in the preceding period.  Eligibility for MBO’s will commence with the
period beginning January 1, 2007


 


 We will recommend to the Compensation
Committee at the first meeting following your start date that you are granted 374,000 stock options that will carry
vesting and exercise provisions in accordance with the Company’s standard
policies. 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 becomes
effective.


 


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
and 50% of the bonus target in effect for the year in which you are terminated
paid in a lump sum or, at the Company’s option, in installments over a period
of six months, subject to appropriate deductions.  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.  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 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 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 on or before the end of day Wednesday, November 22,
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,


 


SupportSoft


 


 


	
  /s/ JoshuA Pickus

  	
   

  
	
  Joshua Pickus

  	
   

  
	
  Chief Executive Officer

  	
   

  
	
  SupportSoft, Inc.

  	
   

  



 

















 


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


 


On this day of
November 22, 2006


 


 


	
  /s/ Richard Mandeberg

  	
   

  
	
  Richard Mandeberg

  	
   

  



 


Start Date:  December 18th,
2006