support.com, Inc. Amended and Restated Executive Incentive Compensation Plan



 Exhibit 10.1 
 

 
 SUPPORT.COM, INC. 
 AMENDED AND RESTATED EXECUTIVE INCENTIVE COMPENSATION PLAN 
 support.com, Inc. (the
“Company”) adopted its Executive Incentive Compensation Plan effective beginning January 1, 2008, as amended and restated effective July 1, 2008, and as further amended and restated effective January 1, 2009. The Company
adopted this Amended and Restated Executive Incentive Compensation Plan (the “Plan”) effective beginning July 27, 2009. 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 over achievement measured and 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 of its financial goals, and (2) achievement by the individual employee of his or her management by objective (“MBO”) goals. 
  

	 	•	 	 Employees will be eligible for an incentive award tied wholly or partially to overall Company performance (the “Company Portion”).



  

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


  

	 	•	 	 The Company 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 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 Portion or the MBO Portion if one portion is earned but not the other. 


  

 Page 1 








 The Company Portion 
 The Company will approve financial performance goals in advance for the periods to which the Plan will tie. Financial goals may be defined by quarter, semi-annually or annually. The Company may revise those financial
performance goals at any time in its discretion. The Company Portion of the incentive award is earned only at the close of the period 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 period for which the incentive award is earned. 
 For awards under the Amended and Restated Plan, the Company currently expects to select Company financial goals, if applicable, that consist of one or
more measurable performance objectives based on specified levels of or growth in one or more of the following criteria: 
 (1) Revenue and
Sales Growth metrics; 
 (2) Profit, including Earnings Per Share; 
 (3) Margin, including Gross Margin and Operating Margin; 
 (4) Cash and balance sheet metrics; 
 (5) Cost of Goods Sold (COGS) and related efficiency metrics;

 (6) Operating Expenses and efficiency metrics; 
 (7) Returns; 
 (8) Working Capital; and 
 (9) Liquidity Measures. 
 Company financial goals may be
described in terms of Company-wide objectives or objectives that are related to the performance of the individual participant or of a subsidiary, division, department, region or function within the Company or subsidiary in which the participant is
employed. The Company financial goals may be made relative to the performance of other companies. 
 On an annual basis, if the Company
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. 
  

 Page 2 








 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. MBO goals that are
chosen for Plan participants consist of both quantifiable and non-quantifiable performance objectives based on criteria that can be both measured and defined by the Company in advance of the performance period. 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. MBO
goals are generally derived from the following categories: business performance; operational efficiencies; strategic initiatives; account development and organizational effectiveness. To the extent possible and consistent with the employee’s
job description, the performance goals shall be based 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. 
  

 Page 3 








 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. 
 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. 
  

 Page 4