Exhibit 10.2


 


SUPPORTSOFT, INC.


AMENDED AND RESTATED EXECUTIVE INCENTIVE COMPENSATION
PLAN


 


SupportSoft, Inc.
(the “Company”) adopted its Executive Incentive Compensation Plan effective
beginning January 1, 2008.  The
Company adopted this Amended and Restated Executive Incentive Compensation Plan
(the “Plan”) effective beginning July 1, 2008. The Plan is designed to
allow employees to share in Company achievements based on attainment of
pre-established, corporate financial performance and individual performance
goals.  The Plan is designed to motivate
and reward select employees whose performance is critical to the overall
success of the Company.


 


Eligibility and Plan Year


 


Plan
eligibility is limited to Managers and above, subject to the annual review and
approval of Company management. Employees who participate in a Company sales
compensation program are not eligible for the Plan.  Eligibility is not automatic. A participant must
be nominated by their supervisor with concurrence of the next level of management,
as appropriate. Eligible employees must be employed at the end of the payment
period (quarter or year) to be eligible to receive a payment under the Plan.


 


The
Plan is annual, January 1 through December 31, with achievement
measured and incentive awards paid on a quarterly basis, and overachievement
paid on an annual basis.


 


Elements of the Plan


 


Each
eligible employee has a target incentive award, calculated as a specified
percentage of that employee’s annual salary. 
The incentive award amount will be based upon two components:  (1) achievement by the Company or
business unit (“BU”) of its financial goals, and (2) achievement by the
individual employee of his or her management by objective (“MBO”) goals.


 


·      Employees
who are assigned to a specific business unit (Enterprise Solutions Group (“ESG”)
or Consumer Solutions Group (“CSG”)) will be eligible for an incentive award
based in part on that business unit’s performance (the “Business Unit Portion”).


 


·      Employees
whose work is allocated to each of the business units on a percentage basis
will be eligible for an incentive award that includes a Business Unit Portion
that is allocated proportionately to the individual BUs.   For example, an employee who is allocated
65% to CSG and 35% to ESG will receive a Business Unit Portion that is based
65% on CSG’s achievement of its objectives and 35% on ESG’s performance.


 


·      Employees
who work in General and Administrative roles (not assigned to a BU) will be
eligible for an incentive award tied to overall Company performance, which
Company performance is based on achievement of financial goals for each 


 


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business unit, evaluated separately (the “Company Portion”).


 


·      The
remainder of each eligible employee’s target incentive award will be based upon
his or her individual MBO goals (the “MBO Portion”).


 


·      The
Company/BU Portion generally will be a larger percentage of the overall target incentive
award for more senior employees, who have a greater influence on Company
results.  The Company will establish and
may, in its discretion, adjust the percentages of a participant’s overall
target incentive award attributable to the Business Unit Portion, the Company
Portion and the MBO Portion.


 


·      A
partial incentive award shall be paid for partial achievement of financial goals
or individual MBO goals on a pro-rata basis. 
An employee may also receive either the Company/BU Portion or the MBO
Portion if one portion is earned but not the other.


 


The Company/BU Portion


 


At the
beginning of each fiscal year, the Company will approve financial performance
goals for the coming year to which the Plan will tie.  The Company may revise those financial
performance goals at any time in its discretion.  The Company/BU Portion of the incentive award
is earned only at the close of the fiscal quarter or year to which it relates
and only if the performance goals are achieved as determined by the Company in
its discretion. In order to be eligible for an incentive award, a participant
must be an active, full-time employee of the Company on the last day of the
quarter or year for which the incentive award is earned.


 


On an
annual basis, if the Company or a BU exceeds its pre-established annual
financial objectives according to guidelines set by the Company, then an employee
may be eligible to receive an incentive award that is greater than 100% of his
or her target amount, according to a pre-defined formula for business
overachievement determined by the Company. 
Overachievement may be capped in an amount determined by the Company in
its discretion.  Any overachievement will
be earned only at the close of the Company’s fiscal year and will be paid
annually.  Eligible employees must be
employed at the end of the year to be eligible to receive any incentive award
payment for overachievement.


 


The MBO Portion


 


Within
the first two weeks of each quarter of the Company’s fiscal year, the employee
and their supervisor will jointly prepare and agree upon written MBO performance
goals for that quarter.  In appropriate
cases, MBOs may extend over more than one quarter.  These goals would in turn be approved by the
supervisor’s manager and then submitted to Human Resources.  MBOs should be specific, measurable,
attainable, realistic, and timely.  They
should define what the employee is going to do and how it will be achieved and
measured, with quantifiable outcomes and expected completion dates.  MBOs should stretch employees outside their
normal job responsibilities.  MBOs may
consist of both team and individual objectives. 
To the extent possible and consistent with the employee’s job
description, the performance goals shall be based 


 


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on objective criteria. 
However, certain subjective criteria (such as “working well with
co-workers”) will necessarily be included in the goals.


 


Each individual MBO will be weighted as a percentage
of the total MBO Portion for the quarter and will be assigned a proportionate
dollar award value.  MBOs are evaluated
quarterly and any incentive award payments for achievement will be calculated
quarterly.  If there is a threshold of
achievement for a given MBO, the employee must meet that threshold in order for
any incentive award to be paid. Each MBO may be treated differently in terms of
threshold for payments. In other words, some MBOs may require an achievement of
80% or better, while others may not have a minimum threshold of achievement.


 


The MBO Portion will be earned only upon completion of
the employee’s quarterly performance review demonstrating that the employee has
achieved his or her performance goals during the course of the quarter.


 


Eligibility and Payments to Participants


 


In
order to be eligible for an incentive award, a participant must be an active,
full-time employee of the Company on the last day of the quarter or year for
which the incentive award is earned.  If a
participant’s employment terminates prior to the end of the quarter, the
employee will not have earned any portion of the incentive award and therefore
will not be entitled to any portion of the incentive award.  The Company may make exceptions to this
requirement in the event of an employee’s death or disability, as determined by
the Company in its sole discretion.  Eligible
employees who terminate employment for any reason after the end of the
applicable quarter will be entitled to full payment of any earned incentive
award on the date fixed for payment.


 


New
hires who are approved for inclusion into the plan, but become full time
regular employees after the beginning of the quarter will not receive an award
for their initial quarter of service. Exceptions will be made only with
approval of the CEO or his designee.


 


Employees
approved for inclusion in the plan arising from promotion and/or transfer after
the start of the quarter will not receive an award for their initial quarter in
their new role. Exceptions will be made only with approval of the CEO or his designee.
However, if already in the plan, they will be eligible for full participation in
their previous position’s rate based upon that position’s metrics.


 


Awards
shall be paid by check less applicable taxes, after the quarterly corporate
performance results are available and certified by the Board of Directors and
employee performance against MBO goals is determined, and in any event within 45
days following the end of the period to which the incentive award relates.  In no event will any incentive award be paid
earlier than the first day following the end of the period to which the incentive
award relates or later than March 15 of the year following the year to
which the incentive award relates.  All
appropriate taxes will be deducted and withheld from the award payment, as
required by federal, state and/or local laws.


 


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The
existence of, or an employee’s eligibility for, this Plan shall not be deemed
to give the participant the right to be retained in the employ of the Company
nor will the Plan, or rights thereunder, interfere with the rights of the
Company to discharge any participant at any time.  The Plan will not be deemed to constitute a
contract of employment with any participating employee, nor be deemed to be
consideration for the employment of any participant.


 


The
Plan, as set forth in this document, represents the general guidelines the
Company presently intends to utilize to determine what incentive awards, if
any, will be paid.  If, however, at the sole
discretion of the Company, the Company’s best interest is served by applying
different guidelines in special or for unusual circumstances, it reserves the
right to do so by notice to such individuals at any time.  The Company reserves the right to amend or
discontinue this Plan at any time in the best interests of the Company.  Without in any way limiting the foregoing
rights of the Company, should a material acquisition, disposition or change in
corporate control occur during the Plan period, the Company reserves the right
to amend or discontinue the Plan following such event in such manner as the
Company, in its sole discretion, deems appropriate.


 


The Company
shall have full power and authority to interpret and administer the Plan and
shall be the sole arbiter of all manners of interpretation and application of
the Plan and the Company’s determination shall be final.  Any inconsistencies that may occur between
the Plan provisions and the calculation of the incentive results will be
interpreted and resolved on an individual basis by the Company.


 


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