{"id":39876,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-incentive-compensation-plan-support-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-incentive-compensation-plan-support-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-incentive-compensation-plan-support-com-inc.html","title":{"rendered":"Executive Incentive Compensation Plan – Support.com Inc."},"content":{"rendered":"

SUPPORT.COM, INC.<\/u><\/strong><\/p>\n

\n

AMENDED AND RESTATED EXECUTIVE INCENTIVE
\nCOMPENSATION PLAN<\/u><\/strong><\/p>\n

\n

Support.com, Inc. (the “Company”) adopted its Executive Incentive
\nCompensation Plan effective beginning January 1, 2008, as amended and restated
\neffective July 1, 2008, January 1, 2009 and July 27, 2009. The Company adopted
\nthis Amended and Restated Executive Incentive Compensation Plan (the “Plan”)
\neffective beginning February 8, 2010. The Plan is designed to allow employees to
\nshare in Company achievements based on attainment of pre-established, corporate
\nfinancial performance and individual performance goals. The Plan is designed to
\nmotivate and reward select employees whose performance is critical to the
\noverall success of the Company.<\/p>\n<\/p>\n

Eligibility and Plan Year<\/u><\/p>\n<\/p>\n

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

The Plan is annual, January 1 through December 31, with achievement measured
\nand incentive awards paid on a quarterly basis.<\/p>\n<\/p>\n

Elements of the Plan<\/u><\/p>\n<\/p>\n

Each eligible employee has a target incentive award, calculated as a
\nspecified percentage of that employee153s annual salary. The incentive award
\namount will be based upon two components: (1) achievement by the Company of its
\nfinancial goals, and (2) achievement by the individual employee of his or her
\nmanagement by objective (“MBO”) goals.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

Employees will be eligible for an incentive award tied wholly or partially to
\noverall Company performance (the “Company Portion”).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

\n

The remainder of each eligible employee153s target incentive award, if
\napplicable, will be based upon his or her individual MBO goals (the “MBO
\nPortion”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

–<\/p>\n<\/td>\n

\n

The Company Portion generally will be a larger percentage of the overall
\ntarget incentive award for more senior employees, who have a greater influence
\non Company results. The Company will establish and may, in its discretion,
\nadjust the percentages of a participant153s overall target incentive award
\nattributable to the Company Portion and the MBO Portion.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

–<\/p>\n<\/td>\n

\n

A partial incentive award shall be paid for partial achievement of financial
\ngoals or individual MBO goals on a pro-rata basis. An employee may also receive
\neither the Company Portion or the MBO Portion if one portion is earned but not
\nthe other.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

The Company Portion<\/u><\/p>\n<\/p>\n

The Company will approve financial performance goals in advance for the
\nperiods to which the Plan will tie. Financial goals may be defined by quarter,
\nsemi-annually or annually. The Company may revise those financial performance
\ngoals at any time in its discretion. The Company Portion of the incentive award
\nis earned only at the close of the period to which it relates and only if the
\nperformance goals are achieved as determined by the Company in its discretion.
\nIn order to be eligible for an incentive award, a participant must be an active,
\nfull-time employee of the Company on the last day of the period for which the
\nincentive award is earned.<\/p>\n<\/p>\n

For awards under the Amended and Restated Plan, the Company currently expects
\nto select Company financial goals, if applicable, that consist of one or more
\nmeasurable performance objectives based on specified levels of or growth in one
\nor more of the following criteria:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

Revenue and Sales Growth metrics;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

Profit, including Earnings Per Share;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

Margin, including Gross Margin and Operating Margin;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(4)<\/p>\n<\/td>\n

\n

Cash and balance sheet metrics;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(5)<\/p>\n<\/td>\n

\n

Cost of Goods Sold (COGS) and related efficiency metrics;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(6)<\/p>\n<\/td>\n

\n

Operating Expenses and efficiency metrics;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(7)<\/p>\n<\/td>\n

\n

Returns;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(8)<\/p>\n<\/td>\n

\n

Working Capital;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(9)<\/p>\n<\/td>\n

\n

Non-GAAP financial measures; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(10)<\/p>\n<\/td>\n

\n

Liquidity Measures.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Company financial goals may be described in terms of Company-wide objectives
\nor objectives that are related to the performance of the individual participant
\nor of a subsidiary, division, department, region or function within the Company
\nor subsidiary in which the participant is employed. The Company financial goals
\nmay be made relative to the performance of other companies.<\/p>\n<\/p>\n

If the Company exceeds its pre-established annual financial objectives
\naccording to guidelines set by the Company, then an employee may be eligible to
\nreceive an incentive award that is greater than 100% of his or her target
\namount, according to a pre-defined formula for business over-achievement
\ndetermined by the Company. Over-achievement may be capped in an amount
\ndetermined by the Company in its discretion. Eligible employees must be employed
\nat the end of the period to be eligible to receive any incentive award payment
\nfor over-achievement.<\/p>\n<\/p>\n

\n

The MBO Portion<\/u><\/p>\n<\/p>\n

Within the first two weeks of each quarter of the Company153s fiscal year, the
\nemployee and their supervisor will jointly prepare and agree upon written MBO
\nperformance goals for that quarter. In appropriate cases, MBOs may extend over
\nmore than one quarter. These goals would in turn be approved by the supervisor153s
\nmanager and then submitted to Human Resources. MBOs should be specific,
\nmeasurable, attainable, realistic, and timely. MBO goals that are chosen for
\nPlan participants consist of both quantifiable and non-quantifiable performance
\nobjectives based on criteria that can be both measured and defined by the
\nCompany in advance of the performance period. They should define what the
\nemployee is going to do and how it will be achieved and measured, with
\nquantifiable outcomes and expected completion dates. MBOs should stretch
\nemployees outside their normal job responsibilities. MBOs may consist of both
\nteam and individual objectives. MBO goals are generally derived from the
\nfollowing categories: business performance; operational efficiencies; strategic
\ninitiatives; account development and organizational effectiveness. To the extent
\npossible and consistent with the employee153s job description, the performance
\ngoals shall be based on objective criteria. However, certain subjective criteria
\n(such as “working well with co-workers”) will necessarily be included in the
\ngoals.<\/p>\n<\/p>\n

Each individual MBO will be weighted as a percentage of the total MBO Portion
\nfor the quarter and will be assigned a proportionate dollar award value. MBOs
\nare evaluated quarterly and any incentive award payments for achievement will be
\ncalculated quarterly. If there is a threshold of achievement for a given MBO,
\nthe employee must meet that threshold in order for any incentive award to be
\npaid. Each MBO may be treated differently in terms of threshold for payments.
\nFor example, some MBOs may require an achievement of 80% or better, while others
\nmay not have a minimum threshold of achievement.<\/p>\n<\/p>\n

The MBO Portion will be earned only upon completion of the employee153s
\nquarterly performance review demonstrating that the employee has achieved his or
\nher performance goals during the course of the quarter.<\/p>\n<\/p>\n

Eligibility and Payments to Participants<\/u><\/p>\n<\/p>\n

In order to be eligible for an incentive award, a participant must be an
\nactive, full-time employee of the Company on the last day of the quarter or year
\nfor which the incentive award is earned. If a participant153s employment
\nterminates prior to the end of the quarter, the employee will not have earned
\nany portion of the incentive award and therefore will not be entitled to any
\nportion of the incentive award. The Company may make exceptions to this
\nrequirement in the event of an employee153s death or disability, as determined by
\nthe Company in its sole discretion. Eligible employees who terminate employment
\nfor any reason after the end of the applicable quarter will be entitled to full
\npayment of any earned incentive award on the date fixed for payment.<\/p>\n<\/p>\n

New hires who are approved for inclusion into the plan, but become full time
\nregular employees after the beginning of the quarter will not receive an award
\nfor their initial quarter of service. Exceptions will be made only with approval
\nof the CEO or his designee.<\/p>\n<\/p>\n

Employees approved for inclusion in the plan arising from promotion and\/or
\ntransfer after the start of the quarter will not receive an award for their
\ninitial quarter in their new role. Exceptions will be made only with approval of
\nthe CEO or his designee. However, if already in the plan, they will be eligible
\nfor full participation in their previous position153s rate based upon that
\nposition153s metrics.<\/p>\n<\/p>\n

\n

Awards shall be paid by check less applicable taxes pursuant to the Company153s
\nnormal payroll policies and procedures, after the quarterly corporate
\nperformance results are available and certified by the Board of Directors and
\nemployee performance against MBO goals is determined. All appropriate taxes will
\nbe deducted and withheld from the award payment, as required by federal, state
\nand\/or local laws.<\/p>\n<\/p>\n

The existence of, or an employee153s eligibility for, this Plan shall not be
\ndeemed to give the participant the right to be retained in the employ of the
\nCompany nor will the Plan, or rights thereunder, interfere with the rights of
\nthe Company to discharge any participant at any time. The Plan will not be
\ndeemed to constitute a contract of employment with any participating employee,
\nnor be deemed to be consideration for the employment of any participant.<\/p>\n<\/p>\n

The Plan, as set forth in this document, represents the general guidelines
\nthe Company presently intends to utilize to determine what incentive awards, if
\nany, will be paid. If, however, at the sole discretion of the Company, the
\nCompany153s best interest is served by applying different guidelines in special or
\nfor unusual circumstances, it reserves the right to do so by notice to such
\nindividuals at any time. The Company reserves the right to amend or discontinue
\nthis Plan at any time in the best interests of the Company. Without in any way
\nlimiting the foregoing rights of the Company, should a material acquisition,
\ndisposition or change in corporate control occur during the Plan period, the
\nCompany reserves the right to amend or discontinue the Plan following such event
\nin such manner as the Company, in its sole discretion, deems appropriate.<\/p>\n<\/p>\n

The Company shall have full power and authority to interpret and administer
\nthe Plan and shall be the sole arbiter of all manners of interpretation and
\napplication of the Plan and the Company153s determination shall be final. Any
\ninconsistencies that may occur between the Plan provisions and the calculation
\nof the incentive results will be interpreted and resolved on an individual basis
\nby the Company.<\/p>\n<\/p>\n

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