Employment Agreement dated May 1, 2003



 Exhibit 10.11 
  
 May 01, 2003 
  
 Chris M. Grejtak 
 199 Pasa Robles Ave. 
 Los Altos, CA 94022 
  
 Dear Chris, 
  
 On behalf of Company, we are pleased to offer you a position with SupportSoft, a Delaware corporation, (the “Company”) as a Senior Vice President of
Marketing and Company Officer, effective May 19, 2003 reporting to the Chief Executive Officer/President or Company Designate. 
  
 The offer includes a base salary of US$230,000, management by objectives (MBO) plan of US$92,000 for a total On Target Earnings (‘OTE’) US$322,000
per annum. The base salary will be paid semi-monthly in accordance with the Company’s payroll procedures, the MBOs award will be paid based in accordance with the annual Officer MBO Program, which is subject to change at the Board of
Directors Compensation Committee’s discretion. 
  
 We will recommend to
SupportSoft Board of Directors Compensation Committee, at the first meeting following your start date that you are granted 200,000 stock options that will carry vesting and exercise provisions as stated in Attachment A and in accordance with
the Company’s 2000 Omnibus Incentive Plan. Upon completion of a 6-month successful performance based on pre-determined MBOs, you will be eligible to receive an additional grant of 50,000 stock options. 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. (See Employee Agreement Amendment A for more details) 
  
 As a Company employee, you will also be eligible to receive all employee benefits, which will take effect on your employment commencement
include health care (medical, vision, dental, hospital) and welfare insurance (life, long term disability, short term disability), eligibility to participate in the company’s ESPP plan, 401k plan, vacation (paid time off) of 15 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. See Attachment A 
  
 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. All employment is contingent upon a three-month evaluation period. 
  
 You shall be provided with a Change of Control Event Benefit. This benefit will be granted under the following terms and conditions: 
  
 1) For a period of six months following a “Change of Ownership Event” (“Change of Ownership Event being defined as any
sale of all or substantially all of the Company’s assets or any merger, consolidation or stock sales which results in the holders of the Company’s capital stock immediately prior to such transaction owning less than 50% of the voting power
of the Company’s capital stock immediately after such transaction), if: (a) your employment is terminated by the Company or its successor for any reason other than for Cause (as defined below); or (b) you resign for Good Cause (as defined
below), you will be entitled to receive a severance package consisting of: 
  
 575 Broadway, Redwood City, CA 94063 








	 	(i)	Vesting of 25% of any unvested stock options that were issued to you by the Company, 

  

	 	(ii)	6 months of your current base salary at that time, payable in one lump sum, subject to normal withholding tax requirements, 

  

	 	(iii)	Pro-rated MBO compensation through the period in which the date of transfer of control occurs if you achieved performance criteria as mutually agreed upon by you and the CEO of
SupportSoft for that fiscal year. 

  
 b) You shall have a period of
90-days following termination of your employment pursuant to (a) above to exercise such stock options. If you wish to resign your employment pursuant to (b), you will give the Company 30-days written notice of resignation. The Company will have 30
days from such written notice to cure the reason(s) for your resignation. If the reason(s) for your resignation is not cured within 30 days, you shall have a period of 90 days following the cure period to exercise such stock options. 
  
 c) In order to receive this Change In Ownership Event severance package, you will be
required to sign a release in a form acceptable to you and the Company, of any and all claims that you may have against the Company. 
  
 Definitions: 
  
 “Cause” means a determination in the reasonable good faith of the Board that you have: 
  

	 	(a)	Engaged in a material act in violation of the law, except that if with regard to the act, you are not subsequently convicted of a felony or do not enter a plea of guilty or no lo
contender to a felony (except for ordinary traffic violations); you will be entitled to receive the severance package; 

  

	 	(b)	Materially breached your fiduciary duty to the Company; 

  

	 	(c)	Unreasonable refused to perform the good faith, lawful policies or instructions of the Chief Executive Officer; or 

  

	 	(d)	Failed to fully and faithfully perform your material obligations under this Employment Offer after having been given thirty days written notice of any failure and an opportunity to
cure. 

  
 “Good Cause”
means 
  

	 	(a)	You are assigned significant duties inconsistent with your position in the Company or your employment terms and 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 offices where you regularly work, without your approval; or


  

	 	(c)	A material breach by the Company of its obligations under this Employment Offer. 

  

	 	(d)	If you wish to resign your employment for Good Cause, you will be required to give the Company 30 days written notice of resignation. The Company will have 30 days to cure the
reason(s) for your resignation. If the reason(s) for your resignation is/are not cured within 30 days, the period of time you have to exercise your stock options shall begin to run following the expiration of the cure period.


  
 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 with in three (3) business days of your date of hire, 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 
  
 575 Broadway, Redwood City, CA 94063 
  

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 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 during your Orientation. 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. 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 Company’s trade secrets or
proprietary information. 
  
 To indicate your acceptance of the Company’s
offer, please sign and date this letter before May 10, 2003 in the space provided below and return it to Lisa Mosher. 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. 
  
 Chris, we look forward to working with you.

  

			
	 Sincerely,
  
 SupportSoft, Inc.

	
	 /s/    Radha R.
Basu                        May 1, 2003


	 Radha R. Basu
 Chief Executive Officer
	 	 Date

	
	 /s/    Lisa
Mosher                            May 1, 2003


	 Lisa Mosher
	 	 Date

	 Vice President, People Innovation and Education



  
 575 Broadway,
Redwood City, CA 94063 
  

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

  
 On this day of May 1, 2003. 
  

			
	 /s/    Chris
Grejtak                                       
                                     May 1, 2003


	 Chris M. Grejtak
	 	 Date


  

			
	

	 Start Date


  
 Enclosures:   Duplicate
Original Letter 
 Employment agreement amendment A 
 Employment, Confidential Information and 
 Invention Assignment Agreement (To be supplied) 
  
  
  
 575 Broadway, Redwood City, CA 94063 
  

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 Employment Agreement 
 Attachment A 
  
 Chris Grejtak 
  
 This agreement Attachment A provides clarifications to
the Offer Letter agreement. 
  
 Employee
benefit package and insurance: 
 SupportSoft will provide an employee benefit package that will include the following
items: 
  

	•	Health Insurance (e.g. Principal HMO and PPO). 

  

	 	a)	Medical 

  

	 	b)	Dental 

  

	 	c)	Vision 

  

	 	d)	Prescription Drug 

  

	•	Life and Disability Insurance (Long Term/Short Term) 

  

	•	Section 125 

  

	•	401K program (currently employee contribution, no company contribution) 

  

	•	Paid time off (PTO): 15 days per annually 

  

	•	12 Paid Holidays per annum: 

  
 January 01 (Tuesday)—New Year’s Day 
 February 18 (Monday)—President’s Day 
 March 29 (Friday)—Good Friday 
 May 27 (Monday)—Memorial Day 
 July 4
(Thursday)—Independence Day 
 September 2 (Monday)—Labor Day 
 November 28 (Thursday)—Thanksgiving Day 
 November 29 (Friday)—Thanksgiving Holiday 
 December 24 (Tuesday)—Christmas Eve Day 
 December 25 (Wednesday)—Christmas Day 
 December 31 (Tuesday)—New Years Eve Day 
 1 Floating Holiday—your choice 
  
 Stock options 
 The stock option-vesting period as follows: 
  

	 	1.	Initial Grant of 200,000 Stock Options. 12/48ths of the stick options will vest on the first anniversary of the vesting commencement date and 1/48th of the total shares will vest each full month thereafter for the remaining 36 months. 

  

	 	2.	Performance Grant of 50,000 stock Options. 1/42nd of the total shares shall vest on the monthly anniversary of the vesting commencement date. This grant shall is contingent upon the completion of a 6-month successful performance based on pre-determined MBOs.


  
 Employee Stock Purchase
Plan 
 You are eligible to enroll in the next offering period of the Employee Stock Purchase Plan that begins on or after your reporting date. Offering
periods begin February 1 and August 1 of each year. 
  
 Equipment 
 You shall be provided with the appropriate equipment and tools as assigned by your direct report in order to enable you to
perform expected duties. 
  
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