-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHFna+uh4W43TKooP+Kymp14xcFIMjIHnn5SPv6bZRW/JBMGM+0OifxDEDWlnoO/ kOq1JqS0+I9LHCIjt3OgGQ== 0001193125-06-051730.txt : 20060313 0001193125-06-051730.hdr.sgml : 20060313 20060313075648 ACCESSION NUMBER: 0001193125-06-051730 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060311 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPPORTSOFT INC CENTRAL INDEX KEY: 0001104855 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943282005 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30901 FILM NUMBER: 06680864 BUSINESS ADDRESS: STREET 1: 575 BROADWAY CITY: REDWOOD STATE: CA ZIP: 94063 BUSINESS PHONE: 6502334539 MAIL ADDRESS: STREET 1: 575 BROADWAY CITY: REDWOOD STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: SUPPORT COM INC DATE OF NAME CHANGE: 20000201 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: March 11, 2006

(Date of earliest event reported)

 


SUPPORTSOFT, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   0-30901   94-3282005

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

575 Broadway, Redwood City, California 94063

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 556-9440

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 



Item 1.01. Entry into a Material Definitive Agreement.

On March 12, 2006, SupportSoft, Inc. entered into a transition agreement with Radha R. Basu. Under this agreement, Ms. Basu will continue to serve as Chief Executive Officer until a successor chief executive officer is appointed and thereafter Ms. Basu will continue as a part-time employee for a one-year period on an as-needed basis to assist the successor chief executive officer. Ms. Basu will continue to receive compensation during this one year period in accordance with the terms of the transition agreement provided she provides a customary release to the Company. For more complete information, the full text of this agreement is attached to this Form 8-K as Exhibit 10.1.

On March 12, 2006, SupportSoft, Inc. entered into a separation agreement with Senior Vice President of Worldwide Field Operations, Mr. John Van Siclen. Under this agreement, Mr. Van Siclen’s last day of employment with the Company will be March 31, 2006, at which time he will cease to be an employee of the Company. Mr. Van Siclen will receive a severance payment equal to four months of salary. Mr. Van Siclen has provided a customary release and other covenants to the Company in connection with the termination of his employment. For more complete information, the full text of this agreement is attached to this Form 8-K as Exhibit 10.2.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 11, 2006, the Board of Directors of SupportSoft, Inc. appointed Ken Owyang as Senior Vice President and Chief Financial Officer (Principal Accounting Officer) effective March 11, 2006. Mr. Owyang, 42, has served as the Company’s Interim Chief Financial Officer since January 2006, and the Company’s Vice President of Finance since November 2004 and provided consulting services to SupportSoft since April 2004. From May 2003 until April 2004, he was an independent financial consultant to private and public companies. From November 1997 until February 2002, Mr. Owyang was employed by Marimba, Inc, an enterprise software company, initially as Controller and then Chief Financial Officer beginning in June 2000. Mr. Owyang holds a B.A. in Business Administration and Accounting from San Francisco State University. The terms of Mr. Owyang’s employment otherwise remain unchanged.

As described in Item 1.01, SupportSoft, Inc. entered into a transition agreement with Radha R. Basu. Under this agreement, Ms. Basu will continue to serve as Chief Executive Officer until a successor chief executive officer is appointed and thereafter Ms. Basu will continue as a part-time employee for a one-year period on an as-needed basis to assist the successor chief executive officer.

As described in Item 1.01, SupportSoft, Inc. entered into a separation agreement with John Van Siclen. Under this agreement, Mr. Van Siclen’s last day of employment with the Company will be March 31, 2006.

Item 7.01. Regulation FD Disclosure.

The information contained in this Item 7.01 and in the accompanying exhibits shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

(a) On March 13, 2006, SupportSoft, Inc. issued a press release announcing the planned retirement and transition of Chief Executive Officer, Radha R. Basu. A copy of this release is included as Exhibit 99.1.


(b) On March 13, 2006, SupportSoft, Inc. issued a press release announcing the appointment of Ken Owyang as Senior Vice President and Chief Financial Officer. A copy of this release is included as Exhibit 99.2.

(c) On March 12, 2006, SupportSoft, Inc. entered into a separation agreement with Senior Vice President of Worldwide Field Operations, Mr. John Van Siclen, under which Mr. Van Siclen’s last day of employment with the Company will be March 31, 2006. A copy of this agreement is included as Exhibit 10.2.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

 

10.1   Transition Agreement between Radha R. Basu and SupportSoft, Inc., dated March 12, 2006
10.2   Separation Agreement between John Van Siclen and SupportSoft, Inc., dated March 12, 2006
99.1   Press release, dated March 13, 2006
99.2   Press release, dated March 13, 2006


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 13, 2006

 

SUPPORTSOFT, INC.
By:  

/s/ Ken Owyang

  Ken Owyang
 

Senior Vice President

and Chief Financial Officer

 

(Principal Financial Officer and

Chief Accounting Officer)


EXHIBIT INDEX

 

Exhibit No.  

Description

10.1   Transition Agreement between Radha R. Basu and SupportSoft, Inc., dated March 12, 2006
10.2   Separation Agreement between John Van Siclen and SupportSoft, Inc., dated March 12, 2006
99.1   Press Release, dated March 13, 2006
99.2   Press Release, dated March 13, 2006
EX-10.1 2 dex101.htm TRANSITION AGREEMENT BETWEEN RADHA R. BASU AND SUPPORTSOFT, INC Transition Agreement between Radha R. Basu and SupportSoft, Inc

Exhibit 10.1

SupportSoft, Inc.

March 12, 2006

PERSONAL AND CONFIDENTIAL

Radha R. Basu

[Address]

Dear Radha:

As we have discussed, it is important for SupportSoft, Inc. (the “Company”) to have an orderly succession plan. We will undertake a search to find your replacement as President and Chief Executive Officer (“CEO”). This letter (the “Agreement”) is to confirm the agreement between you and the Company regarding the succession and your subsequent termination of employment with the Company.

 

  1. You will continue as President and CEO of the Company, serving at the pleasure of the Board of Directors of the Company (the “Board”), until we appoint a new CEO (the “Transition Date”). You will resign your position as President and CEO effective on the Transition Date.

 

  2. Following the Transition Date, you will continue as a part-time employee of the Company on an as needed basis until one year after the Transition Date (the “Transition Period”). At all times, you will be subject to the direction and control of the Company in the performance of your duties.

 

  3. If your employment terminates for any reason on or prior to the Transition Date, your rights will be governed by the terms of the employment agreement between you and the Company dated July 15, 1999 (the “Prior Agreement”). If you continue your employment with the Company after the Transition Date, your rights will be governed by this Agreement, which will supersede the Prior Agreement in its entirety as of that date, subject to Section 11.

 

  4. You may resign your employment prior to the end of the Transition Period for any reason or no reason. However, after the Transition Date, the Company may terminate your employment prior to the end of the Transition Period only for Cause, as defined below. The earlier of (a) the end of the Transition Period, or (b) the date that you resign as an employee or are terminated for Cause by the Company after the Transition Date, shall be referred to herein as the “Termination Date.” You may resign as a member of the Board of Directors at any time.

 

  5. Following the Transition Date, in lieu of any severance benefits to which you would otherwise have been entitled under the Prior Agreement following a termination of employment, and provided you sign and do not revoke within the applicable revocation period the Agreement and Release attached hereto as Exhibit A, the Company will provide the benefits described in this Section 5 and in Section 7 upon expiration of such revocation period. The Company will continue to pay you your current base salary plus an amount equal to your target


SupportSoft, Inc.

bonus (as in effect for the 2005 Fiscal Year) in accordance with the Company’s standard payroll procedures, through the Termination Date. You will not otherwise be eligible for bonuses, but you will be entitled to receive a bonus for the Fiscal Year in which you resign as President and CEO, pro rated on a monthly basis based on the Transition Date, if you have achieved the performance criteria mutually agreed upon by you and the Board for that Fiscal Year. You may continue to participate in those employee benefits plans (other than severance plans) for which you are an eligible employee. To the extent you become ineligible to continue participation in the group health benefit plans after the Transition Date by reason of the reduction in your hours, if you elect to continue your health insurance coverage under COBRA, the Company will reimburse the COBRA premiums paid by you to continue the health benefits for you and your eligible dependents through the Termination Date, provided that (i) you shall remain responsible for that portion of the cost of the coverage for which you were responsible prior to becoming ineligible to by reason of the reduction in your hours, and (ii) you shall be solely responsible for properly electing the COBRA continuation coverage.

 

  6. On the Termination Date you will be paid all of your (i) accrued salary and reimbursable expenses owed to you through the Termination Date, (ii) accrued but unused vacation through the Termination Date, and (iii) any bonus you earned for the Fiscal Year ending on or before the Termination Date if it has not been paid as of the Termination Date.

 

  7. On the Transition Date, you will vest in all of your outstanding options to acquire common stock of the Company. Your stock options will continue to be exercisable following the Transition Date in accordance with their existing terms. In addition, to the extent otherwise applicable to any of your option shares, the Company will release such shares from the resale restrictions imposed by the Board of Directors as a condition of its acceleration of the vesting of certain options in December, 2005.

 

  8. “Cause” means (i) your conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, (ii) your material failure to comply with the Company’s written policies or rules after having been given thirty days written notice of any such failure and an opportunity to cure, (iii) your gross misconduct, or (iv) your employment by another employer during the period of your employment with the Company; provided, however, that your employment by a not-for-profit entity during the period of your part-time employment with the Company shall not constitute Cause provided such other employment does not interfere with the performance of your duties for the Company.

 

  9. You acknowledge that you have continuing obligations under the Federal and state securities laws for a period of time following your cessation of employment, including (without limitation) under Rule 144 and Section 16, and that you may not sell shares of the Company’s common stock in violation of the Company’s insider trading policy or in violation of Rule 10b-5.


SupportSoft, Inc.

 

  10. At all times in the future, you will remain bound by the Confidentiality and Assignment of Inventions Agreement signed by you and the Company.

 

  11. You agree that this Agreement supersedes the Prior Agreement in its entirety upon the Transition Date if you continue as an employee at that time and you execute, and do not revoke within the applicable revocation period, the Release. You further agree that this Agreement, together with your stock option agreements, your Confidentiality and Assignment of Inventions Agreement, the Release and the Indemnification Agreement between you and the Company, and the Prior Agreement through the Transition Date, in each case subject to this Agreement, constitute the entire agreement between you and the Company regarding the subject matter of this Agreement, and that this Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company.

 

  12. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California. This Agreement shall not be interpreted for or against either party hereto on the ground that such party drafted or caused this Agreement to be drafted. If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against the public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable. The Company and you understand and expressly agree that this Agreement shall bind and benefit the heirs, partners, successors, employees, directors, stockholders, officers, attorneys, affiliates, predecessors, representatives and assigns of the Company and you.

 

  13. You agree that this Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one agreement. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature.

 

  14. Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitration in Santa Clara County, California, except that any alleged breach of the Company’s Confidentiality and Assignment of Inventions Agreement shall not be submitted to arbitration and instead the Company may seek all legal and equitable remedies, including without limitation, injunctive relief.


SupportSoft, Inc.

Please indicate your agreement with the above terms by signing below.

 

Sincerely,

/S/ Claude Leglise

Director

My agreement with the above terms is signified by my signature below.

 

Signed:  

/S/ Radha R. Basu

    Dated:   March 12, 2006
  Radha R. Basu      

Exhibit A – Release


SupportSoft, Inc.

EXHIBIT A

AGREEMENT AND RELEASE

This Agreement and Release (“Agreement”), effective the      day of                     , 200  , is entered into between Radha Basu (“Employee”) and SupportSoft, Inc. (“Company”), with regard to the following:

Resignation from Current Position. Employee resigns from her position as President and Chief Executive Officer effective                          (the “Transition Date”). Following the Transition Date, Employee will continue as a part-time employee of the Company, as set forth in the letter agreement dated March 12, 2006 between Employee and the Company (“Transition Agreement”).

Transition Payments. In consideration of the covenants and promises contained in this Agreement and the Transition Agreement, the Company will compensate Employee in accordance with the terms of the Transition Agreement.

Release. In consideration of the above described payments, Employee does hereby unconditionally, irrevocably and absolutely release and discharge the Company, and all related holding, parent or subsidiary entities and Company employee benefit plans, and their affiliates, directors, officers, employees, agents, attorneys, stockholders, insurers, successors and/or assigns (“Released Parties”), from any and all liability, claims, demands, causes of action, or suits of any type, whether in law and/or in equity, known or unknown, related directly or indirectly or in any way connected with any transaction, affairs or occurrences between them to date, including, but not limited to, Employee’s employment with the Company, Employee’s resignation from her current job position and her agreement to terminate her employment as set forth in the Transition Agreement. This release shall include but not be limited to a release of claims arising under any state or federal statute or common law regulating or affecting employment, including Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the California Labor Code, the California Fair Employment and Housing Act, and any other statutory or common law provision relating to or affecting Employee’s employment by the Company, including any federal or state statutory provision covering any age discrimination in any form by the Company against Employee, except any claim for worker’s compensation.

Claims. In further consideration of the above described payments and benefits, Employee irrevocably and absolutely agrees that she will not prosecute nor allow to be prosecuted on her behalf in any administrative agency, whether federal or state, or in any court, whether federal or state, any claim or demand of any type related to the matter release above. It is the intention of the parties that, with the execution of this Agreement, the Released Parties will be absolutely, unconditionally and forever discharged of and from all obligations to or on behalf of Employee related in any way to the matter discharged herein. Employee represents that she has not filed any complaint, charges or lawsuits against the Released Parties with any governmental agency or any court.


SupportSoft, Inc.

Unknown Claims. Employee understands and agrees that this release extends to all claims of every nature, known or unknown, suspected or unsuspected, past or present, and that any and all rights granted to Employee under Section 1542 of the California Civil Code or any analogous federal law or regulation are hereby expressly waived. Said Section 1542 of the California Civil Code reads as follows:

“A general release does not extend to claims which the creditor does not know of or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

Notwithstanding any provisions of this Agreement to the contrary, Employee does not waive any right or release any claim against the Company which claim or right arises from the Company failing to perform its undertakings as set forth in Transition Agreement and/or may arise after the date Employee executes this Agreement.

Effect on Previous or Existing Agreements. This Agreement is intended to resolve any and all issues between Employee and the Company, including, without limitation, any and all claims for wages, severance pay, compensation, benefits, or other aspects of the employment relationship between Employee and the Company through the date hereof. This Agreement shall supersede and extinguish all prior employment agreements, express or implied, verbal or written, between Employee and the Company except the Transition Agreement, which is incorporated by reference herein. In addition, this Agreement shall have no effect on the Confidentiality and Assignment of Inventions Agreement, previously signed by Employee. This Agreement shall also not in any way supersede or affect any obligation of Employee, contractual or otherwise, with respect to the disclosure, use of protection of any proprietary or confidential information of the Company, including any trade secrets, or with respect to the disclosure and assignment of inventions made or conceived by Employee during her employment. All previous written agreements and obligations imposed by any contract relating to the intellectual property of the Company or its subsidiary or affiliated entities shall remain in full force and effect and survive the execution of this Agreement. In addition, this release does not apply to any indemnification and/or insurance rights Employee may have pursuant to the Company’s Certificate of Incorporation, Bylaws or the Indemnification Agreement between Employee and the Company, or any applicable insurance policy for officers and directors liability.

Binding Effect. Employee further declares and represents that no promise, inducement or agreement not expressed herein has been made to her and that this Agreement contains the entire agreement between the parties relating to the subject matter hereof.

Successors. The Company and Employee understand and expressly agree that this Agreement shall bind and benefit the heirs, partners, successors, employees, directors, stockholders, officers, attorneys, affiliates, predecessors, representatives and assigns of the Company and Employee.


SupportSoft, Inc.

Publicity. The parties hereto agree not to divulge or publicize the existence of this Agreement or the terms hereof except as may be necessary to enforce this Agreement or as may be required by law.

Interpretation. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California. This Agreement shall not be interpreted for or against either party hereto on the ground that such party drafted or caused this Agreement to be drafted. If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against the public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable.

Arbitration of Disputes. Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitration in Santa Clara County, California.

No Admissions. It is agreed that this Agreement is not an admission of any liability or fault whatsoever by either the Company or Employee.

Execution and Revocation Periods. Employee has twenty-one (21) days after actual receipt of this Agreement in which to consider and execute this Agreement. Employee has a period of seven (7) days following the execution of this Agreement in which to revoke this Agreement. This Agreement will not become effective or enforceable until the revocation period has expired.

Counsel. Employee acknowledges that she fully understands her right to discuss this Agreement with independent counsel of her choice, that she is encouraged to do so, that she has carefully read and fully understands this entire Agreement and that she is voluntarily entering into this Agreement.

The undersigned have executed this Agreement on this      day of                     ,          at                     , California.

 

EMPLOYEE:     EMPLOYER:

 

    By:  

 

    Name:  

 

    Title:  

 

      SupportSoft, Inc.
EX-10.2 3 dex102.htm SEPARATION AGREEMENT BETWEEN JOHN VAN SICLEN AND SUPPORTSOFT, INC Separation Agreement between John Van Siclen and SupportSoft, Inc

Exhibit 10.2

SupportSoft, Inc.

Confidential

March 11, 2006

PERSONAL AND CONFIDENTIAL

John Van Siclen

[Address]

Dear John:

This letter sets forth our mutual agreement with respect to the terms of your termination of employment with SupportSoft, Inc. (“SupportSoft” or “Company”), and upon your signature, constitutes the Agreement between you and SupportSoft relating to this separation. Accordingly, it is understood and agreed as follows:

 

  1. Your last day of employment with SupportSoft will be March 31, 2006 (the “Termination Date”) and you agree to use good faith efforts during this time to transition your responsibilities. On the Termination Date and subject to all customary withholdings, you will be paid all of your (i) accrued salary and reimbursable expenses owed to you through the Termination Date, and (ii) accrued but unused vacation through the Termination Date. In addition, upon the conclusion of the Company’s calculation of your bonus award, which in no event shall be concluded later than forty-five (45) days from your Termination Date, you will be paid such bonus, less all customary withholdings, earned for the first fiscal quarter ending March 31, 2006.

 

  2. All outstanding stock options previously granted to you will cease vesting on your Termination Date. You acknowledge that under the terms, conditions and limitations of your outstanding option agreements, your stock options will expire with respect to any unvested shares on your Termination Date, and that your vested stock options will be exercisable after the Termination Date only in accordance with the terms, conditions and limitations of your outstanding option agreements.

 

  3. You acknowledge that you have continuing obligations under the Federal and state securities laws following your cessation of employment, including (without limitation) under Rule 144 and Section 16, and that you may not sell shares of the Company’s common stock in violation of Rule 10b-5.

 

  4. In order to assist you in making this transition and in consideration of your execution of and compliance with the terms of this Agreement, the Company shall provide to you, subject to all customary withholdings, a lump sum payment of four (4) months of salary (the “Separation Payment”) based on your current rate of base salary, subject to all customary withholdings. This Separation Payment shall be paid in a lump sum, single payment upon the last of the following to occur: (i) April 1, 2006, or (ii) ten (10) days after SupportSoft’s receipt of this signed Agreement (provided that this signed Agreement was not subsequently revoked in accordance with the terms set forth herein).


SupportSoft, Inc.

Confidential

 

  5. In consideration for the Separation Payment, to which you acknowledge you would not otherwise have been entitled without executing a release, you waive and release and promise never to assert any claims or causes of action, whether or not now known, against the Company or its predecessors, successors, or past or present subsidiaries, stockholders, officers, directors, agents, consultants, attorneys, employees and assigns, and employee benefit plans with respect to any matter (without limitation) arising out of or connected with your employment with the Company or the termination of that employment, including without limitation, claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract, breach of the covenant of good faith and fair dealing, any claims of discrimination or harassment based on sex, age, race, national origin, disability or on any other basis, under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the California Labor Code, the California Fair Employment and Housing Act and all other laws and regulations relating to employment, including any federal or state statutory provision covering any age discrimination in any form by the Company against you, except any claim for worker’s compensation. However, this release covers only those claims that arose prior to the execution of this Agreement. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement.

 

  6. You expressly waive and release any and all rights and benefits under Section 1542 of the Civil Code of the State of California, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.”

 

  7. You agree that you will never, individually or with any other person, commence, aid in any way (except as required by legal process) or prosecute, or cause or permit to be commenced or prosecuted, any action or other proceeding based on any claim that is the subject of this Agreement.

 

  8. Nothing contained in this Agreement shall constitute or be treated as an admission by you or the Company of liability, of any wrongdoing, or of any violation of law.

 

  9. At all times in the future, you will remain bound by the Confidentiality and Assignment of Inventions Agreement signed by you on August 3, 2003.


SupportSoft, Inc.

Confidential

 

  10. You agree that this Agreement, together with your stock option agreements and your Confidentiality and Assignment of Inventions Agreement, constitute the entire agreement between you and the Company regarding the subject matter of this Agreement, and that this Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company.

 

  11. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California. This Agreement shall not be interpreted for or against either party hereto on the ground that such party drafted or caused this Agreement to be drafted. If any provision of this Agreement, or part thereof, is held invalid, void or voidable as against the public policy or otherwise, the invalidity shall not affect other provisions, or parts thereof, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts thereof, of this Agreement are declared to be severable. The Company and you understand and expressly agree that this Agreement shall bind and benefit the heirs, partners, successors, employees, directors, stockholders, officers, attorneys, affiliates, predecessors, representatives and assigns of the Company and you.

 

  12. You agree that this Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one agreement. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature.

 

  13. Any controversy involving the construction or application of any terms, covenants or conditions of this Agreement, or any claims arising out of any alleged breach of this Agreement, will be governed by the rules of the American Arbitration Association and submitted to and settled by final and binding arbitration in Santa Clara County, California, except that any alleged breach of the Company’s Confidentiality and Assignment of Inventions Agreement shall not be submitted to arbitration and instead the Company may seek all legal and equitable remedies, including without limitation, injunctive relief.

 

  14. You have up to twenty-one (21) days after receipt of this Agreement within which to review it and to discuss with an attorney of your own choosing, at your own expense, whether or not you wish to sign it. Furthermore, you have seven (7) days after you have signed this Agreement during which time you may revoke this Agreement. If you choose not to sign this Agreement, you understand that no Separation Payment, as provided in Section 4 will be due to you after the Termination Date.

 

  15. If you wish to revoke this Agreement, you may do so by delivering a letter of revocation to me. Because of this revocation period, you understand that this Agreement shall not become effective or enforceable until the eighth day after the date you sign this Agreement.


SupportSoft, Inc.

Confidential

Please indicate your agreement with the above terms by signing below.

 

Sincerely,

/S/ Radha R. Basu

My agreement with the above terms is signified by my signature below. Furthermore, I acknowledge that I have read and understand this Agreement and that I sign this release of all claims voluntarily, with full appreciation that at no time in the future may I pursue any of the rights I have waived in this Agreement.

 

Signed:  

/S/ John Van Siclen

    Dated:   March 12, 2006
  John Van Siclen      
EX-99.1 4 dex991.htm PRESS RELEASE, DATED MARCH 13, 2006 Press Release, dated March 13, 2006

Exhibit 99.1

SupportSoft Announces Retirement Plans for CEO

Redwood City, Calif., March 13, 2006 - SupportSoft, Inc. (NASDAQ: SPRT), a leading provider of Real-Time Service Management (RTSM™) software, today announced that Radha R. Basu will retire as CEO to focus her efforts on non-profit work. Ms. Basu has been CEO since she joined SupportSoft in July, 1999. Ms. Basu will remain in her current role as CEO until her successor is on board and will continue to serve as Chairman of the Board of Directors. Ms. Basu, along with board members Manuel Diaz and Casey Eichler, comprise the search team chartered by the Board to select the best successor as CEO and to ensure a smooth transition.

“I want to thank Radha for her contributions to the success of SupportSoft over the last seven years,” said Manuel Diaz, Lead Independent Director for the SupportSoft Board of Directors. “Under Radha’s strong leadership, SupportSoft has become a recognized leader in the worldwide service and support automation market and has built a solid foundation for growth. All of us associated with SupportSoft recognize Radha’s passion, dedication and commitment and wish her well in the next phase of her career in non-profit.”

“SupportSoft has been my life for the last seven years. It is an incredible company with a very special team that makes me feel fortunate to come to work everyday,” said Radha Basu, Chairman and CEO of SupportSoft, Inc. “Maintaining close relationships with customers has been a unique aspect of being at SupportSoft and I will continue to do this over the next few months as I transition from my current role as CEO. The Company has excellent prospects, an exceptional team, unique technologies, strong financials and loyal, committed customers. As a member of the Board of Directors, I look forward to working with SupportSoft as it continues to grow its leadership position in an exciting and dynamic market.”

About SupportSoft

SupportSoft is a leading provider of Real-Time Service Management (RTSM™) software designed to automatically resolve IT technical problems for enterprises and enable triple play service automation for VoIP, video or broadband delivery by service providers to their customers. Digital service providers benefiting from SupportSoft solutions include Belgacom, BellSouth, Charter Communications, Comcast Communications, Cox Communications, Time Warner, TeliaSonera and UPC. Enterprises that have licensed SupportSoft software for IT requirements include ADP, Bank of America, BT, Kimberly-Clark, Marriott International, Procter & Gamble, Sony, Symantec and Thomson Financial. Managed service providers that utilize the Company’s solutions to provide outsourced services to their enterprise customers include CGI, CompuCom, CSC and IBM. For more information visit www.supportsoft.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may be identified by terminology such as may, will, could, should, anticipate and expect and the negative of these terms or other similar expressions. These are statements that relate to future events and include, but are not limited to SupportSoft’s prospects,


SupportSoft’s ability to successfully recruit a CEO candidate, Ms. Basu’s continued participation with the Company and the Board during this recruitment process and beyond and the smooth transition to a new CEO. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in these forward-looking statements. These risks and uncertainties include, but are not limited to: SupportSoft’s ability to achieve broad adoption and acceptance of its Real-Time Service Management products and services, SupportSoft’s ability to address market opportunities in light of the recent restructuring of the Company, personal factors related to Ms. Basu as well as other risks detailed from time to time in its SEC filings, including those described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Other Factors Affecting our Business and Operating Results” in its Quarterly Report on Form 10-Q. Statements included in this release are based upon information known to SupportSoft as of the date of this release, and SupportSoft assumes no obligation to update information contained in this press release. For additional information relating to personnel changes announced today, please refer to SupportSoft’s Current Report on Form 8-K filed on the date of this release.

 

For Investor Relations Inquiries:   For Media Relations Inquiries:
Scott Wilson   Jennifer Massaro
(650) 556-8515   (650) 556-8596
ir@supportsoft.com   pr@supportsoft.com
EX-99.2 5 dex992.htm PRESS RELEASE, DATED MARCH 13, 2006 Press Release, dated March 13, 2006

Exhibit 99.2

SupportSoft, Inc. Appoints Ken Owyang Chief Financial Officer

REDWOOD CITY, Calif., March 13, 2006 — SupportSoft, Inc. (Nasdaq: SPRT), a leading provider of Real-Time Service Management (RTSM™) software, today announced the appointment of Ken Owyang to the position of senior vice president and chief financial officer where his responsibilities will include finance, legal, investor relations, information technology, and human resources. Mr. Owyang has served as interim chief financial officer of SupportSoft since January, 2006, and served as vice president of finance since November, 2004.

“Since joining us in 2004, Ken has consistently demonstrated his leadership capabilities as he has successfully taken on increasing levels of responsibility,” said Radha Basu, Chairman and CEO of SupportSoft. “The Board of Directors and I are confident that Ken’s thorough knowledge of SupportSoft’s business and deep software industry experience will be invaluable in delivering on the company’s goals.”

Previously, Mr. Owyang was chief financial officer at Marimba, Inc. where his responsibilities included finance, tax, mergers and acquisitions, and investor relations. Mr. Owyang has more than 18 years of corporate finance and management experience, including more than 10 years in the software industry, beginning his career at Coopers & Lybrand L.L.P.

About SupportSoft

SupportSoft is a leading provider of Real-Time Service Management (RTSM™) software designed to automatically resolve IT technical problems for enterprises and enable triple play service automation for VoIP, video or broadband delivery by service providers to their customers. Digital service providers benefiting from SupportSoft solutions include Belgacom, BellSouth, Charter Communications, Comcast Communications, Cox Communications, Time Warner, TeliaSonera and UPC. Enterprises that have licensed SupportSoft software for IT requirements include ADP, Bank of America, BT, Kimberly-Clark, Marriott International, Procter & Gamble, Sony, Symantec and Thomson Financial. Managed service providers that utilize the Company’s solutions to provide outsourced services to their enterprise customers include CGI, CompuCom, CSC and IBM. For more information visit www.supportsoft.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may be identified by terminology such as may, will, could, should, anticipate and expect and the negative of these terms or other similar expressions. These are statements that relate to future events, and include Mr. Owyang’s contributions to company goals. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in these forward-looking statements. These risks and uncertainties include, but are not limited to personal factors related to Mr. Owyang as well as other risks detailed from time to time in its SEC filings, including those described in the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Other Factors Affecting our Business and Operating Results” in its Quarterly Report on Form 10-Q. Statements included in this release are based upon information known to SupportSoft as of the date of this release, and SupportSoft assumes no obligation to update information contained in this press release. For additional information relating to personnel changes announced today, please refer to SupportSoft’s Current Report on Form 8-K filed on the date of this release.

 

For Investor Relations Inquiries:   For Media Relations Inquiries:
Scott Wilson   Jennifer Massaro
(650) 556-8515   (650) 556-8596
ir@supportsoft.com   pr@supportsoft.com
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