EXHIBIT 10.9


 


August 22,
2006


 


Anthony
J. Rodio


 


Dear
Anthony,


 


On
behalf of SupportSoft, Inc., a Delaware Corporation (“the Company”), we
are pleased to offer you the position of Chief Marketing Officer, effective September 6,
2006, reporting to the Chief Executive Officer.


 


The
offer will include an annual equivalent base salary of $220,000.  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%  paid out on a
quarterly basis for an annual equivalent On Target Earnings (OTE) of $275,000. 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 and approved
by the Compensation Committee. 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 that you are granted an option to
purchase 399,000 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.


 


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 your 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 5:00 PM, Thursday, August 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
August 24th, 2006


 


	
  /s/ Anthony J. Rodio

  	
   

  
	
  Anthony J. Rodio

  	
   

  
	
   

  	
   

  
	
  Start Date:
  September 6th, 2006