Amended and Restated Employment Offer Letter - Richard Mandeberg



 Exhibit 10.9 
 October 6, 2008 
 Richard Mandeberg 
 [address]

 Dear Richard, 
 The purpose of this letter is to amend and
restate the provisions of your offer letter with Support Soft, Inc., a Delaware Corporation (the “Company”) dated November 22, 2006 (the “Offer Letter”) in order to comply with the requirements of new Section 409A
(“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) 
 On behalf of the Company, we are pleased to offer to
continue your employment with the Company in the position of Chief Revenue Officer CSG reporting to the Chief Executive Officer of the Company. In this position your annual rate of base salary shall continue to be $240,000. The base salary will be
paid semi-monthly in accordance with the Company’s normal payroll procedures. You will also be eligible for bonus compensation under the Company’s Management by Objectives (“MBO”) Program. Under the MBO Program, you may receive
up to 25% of your actual salary earnings paid to you during the calendar year, for an annual equivalent On Target Earnings (OTE) of $300,000. Any such bonus shall be paid within 30 days following the end of the period to which the bonus relates in
accordance with the terms of the MBO Program; provided that in no event will any such bonus be paid earlier than the first day following the end of the period to which the bonus relates or later than March 15 of the year following the year to
which the bonus relates. 
 As a Company employee, you are eligible to receive all employee benefits, which 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 prudent. 
 If your employment with the Company terminates as a result of an Involuntary Termination and you execute and deliver on a timely basis to the Company the Company’s standard General Release and Waiver of Claims
Agreement and that release becomes effective in accordance with its terms following the expiration of any applicable revocation period, then you will become entitled to receive the following benefits: 
 (a) On the first payroll date following the earlier of (i) the effective date of the General Release and Waiver of Claims Agreement and
(ii) the sixtieth (60th) day following the date of your Involuntary Termination, the Company shall pay to you a lump sum payment in an amount equal to six months of your base salary (at the rate in effect at the time of your termination)
and 50% of the bonus target in effect for the year in which you are terminated, less applicable withholdings; and 
 (b) Should you
timely elect under Code Section 4980B to continue health care coverage under the Company’s group health plan for yourself, and/or your spouse and your eligible dependents following your Involuntary Termination, then the Company shall
provide such continued health care coverage for you and your spouse and other eligible dependents at its sole cost and expense. Such health care coverage at the Company’s expense shall continue until the earlier of (i) the
expiration of the six (6)-month period measured from the date of your Involuntary Termination and (ii) the first date you are covered under another employer’s heath benefit program which provides substantially the same level of benefits
without exclusion for pre-existing medical conditions. 
 Notwithstanding anything in this letter agreement, 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- 







 09/23/2008 
 unvested shares subject to your new hire stock option grant will become vested and exercisable at the time of 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. 
 Notwithstanding any provision in this letter agreement to the contrary,
the following special provisions shall govern the payment date of your severance payment in the event that payment is deemed to constitute an item of deferred compensation under Section 409A: 
 (i) The severance payment will not be made at any time prior to the date of your Separation from Service, and 
 (ii) No payments or benefits to which you become entitled under this letter agreement shall be made or paid to you prior to the earlier of
(i) the expiration of the six (6)-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death, if you are deemed at the time of such Separation from Service a “key employee”
within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable deferral period, all
payments deferred pursuant to this paragraph shall be paid to you in a lump sum. 
 For purposes of this letter agreement, the following definitions shall be
in effect: 
 “Involuntary Termination” means either: (a) that your employment is terminated by the Company without
Cause or (b) that you resign for Good Reason (as defined below). You may terminate your employment hereunder for Good Reason upon satisfaction of the following requirements: (A) notifying the Company within 90 days after the occurrence of
the act or omission constituting grounds for the Good Reason termination, (B) providing the Company at least 30 days to correct such act or omission and (C) upon the Company’s failure to take such corrective action within such 30-day
period, giving the Company written notice of such Good Reason termination within 5 business days thereafter, with such Good Reason termination to be effective immediately upon delivery of such notice to the Company. In order to receive any benefits
upon termination, you will be required (i) to sign the Company’s standard General Release and Waiver of Claims Agreement and (ii) to return all Company property. Involuntary termination does not include a termination by reason
of your 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 Chief Executive Officer (d) engaged in willful misconduct or gross negligence (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) your employment duties or responsibilities are materially diminished by the Company without your prior written consent; (b) a material change in the geographic location of your place of employment without your
approval, with a relocation of more than fifty (50) miles to be deemed material for purposes of this letter agreement; (c) a material breach by the Company of its obligations under the terms of this offer letter; or (d) in connection
with a Change of Control, you report to someone other than the Chief Executive Officer of the parent or successor entity. 
  

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 09/23/2008 
 “Separation from Service” means your cessation of employee status and shall be deemed to occur at such time as the level of the bona fide services you are to perform in employee status (or as a
consultant or other independent contractor) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services you rendered in employee status during the immediately preceding thirty-six
(36) months (or such shorter period for which you may have rendered such service). Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under
Section 409A. 
 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. 
 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 are expected to abide by the Company’s rules and regulations. You are expected to comply with the Employment, Confidential
Information and Invention Assignment Agreement (the “Employee NDA”) you previously executed 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. 
 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. 
  


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 09/23/2008 
 To indicate your acceptance of the terms of this letter, please sign and date this letter before, October 8, 2008 and return it to Lucy Gopinath. 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 authorized representative of the Company and you. 
  

	
	Sincerely,
	
	SupportSoft
	
	 /s/    Wendy Brauchler

	Wendy Brauchler
	VP, Human Resources


 By signing this Offer Letter, I hereby accept, acknowledge and agree to the terms and conditions as stated
above. 
 On this day of October 6, 2008 
  

	
	 /s/    Richard Mandeberg

	Richard Mandeberg

 Enclosures:    Duplicate Original Letter 
  

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