Exhibit 10.12
January 18, 2000
PERSONAL & CONFIDENTIAL
Dear Lucy:
On behalf of Support.com, Inc. (the "Company" or "Support.com") I am pleased to
offer you the position of Vice President of Operations of the Company. The
terms of your employment relationship with the company are as set forth below
and as approved by the Company's Board of Directors.
1. Position: You will be the Vice President of Operations of the Company,
reporting to the President and Chief Executive Officer. As such, you will
have such responsibilities as determined by the President and Chief
Executive Officer.
2. Base Salary and Performance Bonus: You will be paid a base salary of
$13,333.33 per month. Your salary will be payable in accordance with the
Company's standard payroll policies (subject to normal required
withholding). You will receive a vacation and benefit package similar to
that provided for all other executive level employees. You will also be
eligible to earn an annual bonus in your first year of up to $20,000 if
you achieve performance criteria mutually agreed upon by you and the
President and Chief Executive Officer.
3. Stock Options: Subject to the approval of the Board of Directors of the
Company, you will be granted an option to purchase 300,000 shares of
Common Stock of the Company at an exercise price per share to be
determined at the next board meeting. Your option will be granted under
the Support.com, Inc. 1998 Option Plan, in accordance with and subject to
each term of the Company's standard form of option agreement. These
options will vest 25% at the end of your first year of employment and
thereafter monthly at 1/48 per month of the total option amount so that at
the end of your fourth year of employment you will be 100% vested in this
incentive stock option grant. You will also be eligible to receive an
option grant of 50,000 shares at your one year anniversary date.
3. At -Will Employment: You will be an employee-at-will, meaning that either
you or the Company can terminate your employment relationship at any time,
for any reason, with or without Cause, and with or without notice. You
agree to devote substantially all of your business time and attention to
the Company. Nevertheless, you shall be permitted to serve as a member of
the board of directors of other boards of directors of for-profit and not-
for-profit organizations as the Board may reasonable approve.
4. Termination of Employment:
4.1 In the event your employment is terminated by the Company with or without
Cause, as defined herein, or you resign with or without Good Reason, as
defined herein, you will be entitled to payment of (i) accrued salary,
benefits and reimbursable expenses owing to you through the date of such
termination, and (ii) the bonus you earned for the Fiscal Year preceding
the date of your termination if it has not been paid as of the date of
your termination.
4.2 If your employment is terminated by the Company, for any reason other than
for Cause, or is terminated by you for Good Reason, in addition to the
payments provided for in Section 4.1, you will be entitled to receive a
severance package consisting of (i) your base monthly salary, paid as
though you were still employed by the Company for a period of 6 months in
installments, subject to appropriate deductions, (ii) continued
participation in all benefit plans as an employee for a period of 6
months, and (iii) vesting of all stock options granted to you that would
have vested by the end of the month of your termination if your employment
had not been terminated. The Company shall have the obligation to make the
payments and provide the benefits provided for in this section regardless
of your income or effects to mitigate, if any, however it shall have the
right to stop the payments and benefits in Section 4.2(i) and (ii) if at
any time prior to the expiration of six months after termination, you
become otherwise employed in another full time salaried position with
benefits. In order to receive this severance package, you will be required
to sign a release in a form acceptable to the Company, of any and all
claims that you may have against the Company.
4.3 "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 contendre to a
felony (except for ordinary traffic violations); you will be entitled to
receive the severance package provided for in Section 4.2 (i through iii),
(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
Agreement after having been given thirty days written notice of any such
failure and an opportunity to cure. "Good Reason" means (i) you are
assigned significant duties inconsistent with your position in the Company
or your employment terms and responsibilities are materially diminished by
the Company, (ii) 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 (iii) a material breach by the Company of
its obligations under the Employment Agreement. If you wish to resign your
employment for Good Reason, 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.
5. Change in Ownership Event: For a period of six months following a "Change
In Ownership Event" ("Change In 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 in Section 4 of
this Employment Agreement); or (b) you resign for Good Cause, you will be
entitled to receive a severance package consisting of (i) vesting of 50%
of any unvested stock options that were issued to you by the Company, (ii)
6 months of your base salary at that time, payable in a lump sum, subject
to normal withholding requirements, (iii) continued participation in all
benefit plans as an employee for a period of 6 months, and (iv) bonus for
the fiscal year in which your employment is terminated, pro rated on a
monthly basis based upon your termination date, if you achieved the
performance criteria mutually agreed upon by you and the Board for that
Fiscal Year. You shall have a period of 90 days following termination of
your employment pursuant to Section 5(a) to exercise such options. If you
wish to resign your employment pursuant to Section 5(b), 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 not cured within 30 days, you shall
have a period of 90 days following the cure period to exercise such
options. In order to receive this 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.
6. Representation and Warranty: You represent and warrant to the Company that
the performance of your duties will not violate any agreements or trade
secrets of any other person or entity.
7. Standard Employee Agreements: You will be expected to sign and comply with
the Company's standard Employment, Confidential Information and Invention
Assignment Agreement (the "Employee NDA") which 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. In addition, you will abide by the
Company's strict policy that prohibits any employee from using or bringing
with him or her from any pervious employer any confidential information,
trade secrets, or proprietary materials or processes of such former
employer. You also 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.
8. Start Date: This agreement is effective as of February 1, 2000.
9. Federal Immigration Law: For purpose of federal immigration law, you will
be required to provide the Company documentary evidence of your identity
and eligibility for employment in the United States. Such documentation
must be provided to us within three (3) business days of your commencement
date, or our employment relationship you may be terminated.
10. Entire Agreement: This Employment Agreement, together with your Stock
Option Agreement, and your Confidentiality and Assignment of Inventions
Agreement, which are incorporated by reference, constitutes the entire
agreement between the parties and supersedes all other agreements or
understandings. This Employment Agreement can only be changed in writing,
signed by you and the President and CEO of the Company.
Lucy, on behalf of the Board, let me express how pleased I am to extend this
offer, and how much I look forward to working with you. Please indicate your
acceptance by signing and returning the enclosed copy of this letter.
Sincerely,
SUPPORT.COM, INC.
By: /s/ Radha R. Basu
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Radha R. Basu
Title:
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President and CEO
The forgoing terms and conditions are hereby accepted:
Signed: /s/ Lucille K. Hoger
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Print Name: Lucille K. Hoger
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Date: January 20, 2000
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(Please note: Ms. Hoger listed no prior inventions in
her Employment Confidential Information
and Invention Assignment Agreement.)