8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 9, 2009

SUPPORTSOFT, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-30901	94-3282005
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1900 Seaport Blvd., Third Floor, Redwood City, CA 94063

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(650) 556-9440

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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 2.02. Results of Operations and Financial Condition.

On February 11, 2009, SupportSoft, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing its results of operations for the fourth quarter of 2008.

The information contained in this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference to any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Material Changes to Annual Incentive Plan. In July 2008, the Company reported that the Board of Directors had adopted the Company’s Amended and Restated Executive Incentive Compensation Plan (the “Plan”). The Plan is attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2008. The Board of Directors, at its February 9, 2009 meeting, adopted an amended and restated Plan effective beginning January 1, 2009 (the “Amended Plan”) and certain changes related to the Plan, including the material changes discussed in this Current Report below. This amendment and these changes were adopted to ensure that the Amended Plan is effective for achieving its retention and incentive objectives. The following material changes are prospective and effective beginning January 1, 2009:

• The Amended Plan provides that, instead of being required to establish financial performance goals on an annual basis, the Company will establish financial performance goals for both of its business units on a quarterly, semi-annual or annual basis, at the discretion of the Company, in advance of such performance period(s); and

• The portion of each incentive award based on Company and/or business unit achievement of quarterly, semi-annual or annual financial performance goals shall be earned only at the close of such performance period(s).

The foregoing description of the Amended Plan does not purport to be complete, and is qualified in its entirety by the full text of the Amended Plan. The Plan is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2008. The Amended Plan is filed with this Current Report as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated February 11, 2009
10.1	SupportSoft, Inc. Amended and Restated Executive Incentive Compensation Plan (effective July 1, 2008) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission No. 000-30901) filed with the Securities and Exchange Commission on August 1, 2008)
10.2	SupportSoft, Inc. Amended and Restated Executive Incentive Compensation Plan (effective January 1, 2009)

SIGNATURES

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.

Date: February 11, 2009

SUPPORTSOFT, INC.
By:	/s/ Shelly Schaffer
Name:	Shelly Schaffer
Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated February 11, 2009
10.1	SupportSoft, Inc. Amended and Restated Executive Incentive Compensation Plan (effective July 1, 2008) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission No. 000-30901) filed with the Securities and Exchange Commission on August 1, 2008)
10.2	SupportSoft, Inc. Amended and Restated Executive Incentive Compensation Plan (effective January 1, 2009)

EX-99.1

Exhibit 99.1

SupportSoft Reports Fourth Quarter and Fiscal Year 2008 Financial Results

REDWOOD CITY, CA – February 11, 2009 — SupportSoft, Inc. (NASDAQ: SPRT), a provider of software and services that make technology work, today reported unaudited financial results for its fourth quarter and fiscal year ended December 31, 2008.

Q4 and 2008 Financial Summary

Total revenue for the fourth quarter of 2008 was $12.8 million, as compared to $12.8 million in the third quarter of 2008 and $12.6 million in the fourth quarter of 2007.

For the fourth quarter of 2008, Consumer revenue was $3.1 million as compared to $2.1 million in the third quarter of 2008 and $349,000 in the year ago quarter.

For the fourth quarter of 2008, Enterprise revenue was $9.7 million as compared to $10.7 million in the third quarter of 2008 and $12.3 million in the year ago quarter. Fourth quarter 2008 Enterprise revenue consisted of $3.1 million of license revenue, $4.0 million of maintenance revenue and $2.7 million of service revenue.

Total revenue for 2008 was $48.9 million as compared to $47.8 million in 2007. Consumer revenue for 2008 was $6.8 million, an increase of 549% from $1.1 million in 2007. Enterprise revenue was $42.1 million, a decrease of 10% from $46.8 million in 2007.

On a GAAP basis, net loss for the fourth quarter of 2008 was $6.8 million, or $(0.15) per share, compared to a net loss of $4.3 million, or $(0.09) per share, in the third quarter of 2008 and $5.8 million, or $(0.13) per share, in the fourth quarter of 2007. GAAP net loss for 2008 was $19.1 million, or $(0.41) per share, compared to a GAAP net loss of $21.4 million, or $(0.47) per share, for 2007.

Non-GAAP net loss for the fourth quarter of 2008 was $3.4 million, or $(0.07) per share, compared to a non-GAAP net loss of $3.1 million, or $(0.07) per share, in the third quarter of 2008 and $1.4 million, or $(0.03) per share, in the fourth quarter of 2007. Non-GAAP net loss for 2008 was $11.9 million, or $(0.26) per share, compared to a non-GAAP net loss of $12.4 million, or $(0.27) per share, for 2007. Non-GAAP results exclude stock compensation expenses, amortization/write-down of intangible assets and restructuring and impairment charges. These items totaled $3.3 million for the fourth quarter of 2008, $1.2 million for the third quarter of 2008, $4.4 million for the fourth quarter of 2007, $7.2 million in 2008, and $8.9 million in fiscal 2007. A reconciliation of GAAP to non-GAAP results is presented in the tables below.

At December 31, 2008 cash and total investments (including the put option relating to auction rate securities) were $95.0 million, compared to $98.3 million at September 30, 2008.

“We finished the year with a solid fourth quarter featuring substantial Consumer revenue growth and continued non-GAAP profitability in Enterprise,” commented Josh Pickus, CEO of SupportSoft. “Looking forward to 2009, our key goals are achieving revenue growth and gross margin improvement for our Consumer segment, and maintaining non-GAAP profitability on lower revenue while introducing new products for our Enterprise segment,” said Pickus.

Recent Company Highlights

Consumer Segment

• Consumer revenue growth of 47% from third quarter 2008

• Office Depot 2008 Innovation Award for contributions to fast growing Tech Depot Services program

• Progress in partner relationships with leading retailers and anti-virus provider

• Launch of subscription offerings through support.com

Enterprise Segment

• Continued non-GAAP profitability

• License transactions with Verizon, Telefonica and digital service providers in Denmark, Switzerland, Italy and India

• Introduction of new Dynamic Agent product

Other

• Significant cost reductions through restructuring actions

Conference Call

SupportSoft will host a conference call discussing the Company’s fourth quarter 2008 results and first quarter 2009 activities on Wednesday, February 11, 2009 starting at 4:30 p.m. EST (1:30 p.m. PST). A live audio webcast and replay of the call will be available at the Investor Relations section of SupportSoft’s Web Site at http://www.supportsoft.com/Company/investor_relations.html. The live call may be accessed by dialing (888) 208-1812 (domestic) or (719) 325-2418 (international) and referencing passcode: 2756146. A replay of the call can also be accessed by dialing (888) 203-1112 (domestic) or (719) 457-0820 (international), and referencing passcode: 2756146.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements regarding our expected future performance as well as assumptions underlying or relating to such statements of expectation, all of which are “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. We are subject to many risks and uncertainties that may materially affect our business and future performance and cause those forward-looking statements to be inaccurate. All statements in this press release, other than statements that are purely historical, are forward-looking statements. Words such as “outlook,” “anticipates,” “expects,” “believes,” “intends,” “plans,” “seeks,” “forecasts,”

“estimates,” “goal,” and similar expressions often identify such forward-looking statements. Forward-looking statements in this press release include, without limitation, the following: expectations regarding the progress of our collaboration with partners (including Office Depot) and the anticipated impact of those relationships on our business; anticipated increases in revenue and gross margin from our consumer operations; maintaining segment profitability in our enterprise segment despite anticipated decreases in revenue; assessments of our future growth; and our future plans, investments and opportunities.

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: our dependence on our third-party alliances and partnerships to help us provide our software and services to consumers; the potential that such partnerships take longer than we expect to produce revenue or do not produce revenue; the potential that delays or cancellation of third-party programs (including Office Depot) that include our software and services could decrease our revenues; our ability to achieve broad adoption and acceptance of our offerings; the impact of the global macroeconomic downturn on both segments of our business; our ability to profitably manage our enterprise business, including our professional services organization and its cost structure; the potential for a decrease in revenue in our enterprise segment caused by our reliance on a few large transactions that generally occur at the end of reporting periods; long sales cycles; the ability of our software to operate with hardware and software platforms that are used by our customers now or in the future; our ability to compete successfully in the consumer technology support market and the support automation software market; our limited experience in servicing consumers directly; our ability to manage headcount changes including reductions in force; our ability to manage home-based consumer technology support agents; our ability to successfully integrate any acquisitions; expectations regarding our international business; fluctuation in our quarterly results; diversion of management attention to strategic matters or litigation; our ability to accurately predict performance; our ability to attract and retain key employees; our ability to obtain sufficient patent protection; further weakness or changes in the market for auction rate securities; a determination, upon completion of further quarterly closing and review procedures, that the financial results for the first quarter are different than the results set forth in this press release; as well as other risks detailed from time to time in our SEC filings, including those described in the “Risk Factors” section in our most recent Annual Report on Form 10-K filed with the SEC on March 13, 2008. You can locate these filings on the Investor Relations page of our website, http://www.supportsoft.com/investors.

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 publicly revise or update any forward-looking statement for any reason.

Disclosure Regarding Non-GAAP Financial Measures

SupportSoft has excluded stock-based compensation expenses, amortization/write-down of intangible assets and restructuring and impairment charges from its GAAP results in order to determine the non-GAAP financial measures of net income/loss and net income/loss per share. Each of the excluded items (as such items are applicable to particular time periods) is discussed in more detail below.

Stock-based compensation — we believe that the non-GAAP measures, excluding stock-based compensation expenses, when viewed in addition to and not in lieu of our reported GAAP results, assist investors in understanding our results of operations. Management excludes stock-based compensation expense when evaluating its performance from period to period because such expenses do not require cash settlement and because such expenses are not used by management to assess the performance of the Company’s business.

Amortization/write-down of intangible assets — the Company does not acquire businesses on a predictable cycle; therefore management excludes acquisition-related intangible asset amortization and related charges when evaluating its operating performance. The Company also excludes such charges as they represent non-cash expenses.

Restructuring and impairment charges — we believe the non-GAAP measures, excluding restructuring and impairment charges, provide meaningful supplemental information to investors in understanding our ongoing operational costs and expenses, without the broad-based termination costs that comprised our restructuring expense. The Company does not undertake significant restructurings on a predictable basis and, as result, excludes associated charges in order to enable better and more consistent evaluation of the Company’s operating expenses before and after such actions are taken.

SupportSoft uses these non-GAAP financial measures internally to evaluate its performance from period to period and against the performance of other software companies, many of which present similar non-GAAP financial measures. We also believe that investors benefit from seeing “through the eyes of management” as our operating budgets and compensation programs are based on the non-GAAP financial measures we present in this press release.

Finally, SupportSoft believes the non-GAAP measures provide useful supplemental information for investors to evaluate our operating results in the same manner as the research analysts that follow SupportSoft, all of whom present non-GAAP projections in their published reports. As such, the non-GAAP measures provided by the Company facilitate an “apples to apples” comparison of our performance with the financial projections published by the analysts.

The economic substance behind our decision to use such non-GAAP measures is that such measures approximate our controllable operating performance more closely than the most directly comparable GAAP financial measures.

The material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures do not reflect the full economic impact of the Company’s activities and reliance solely on non-GAAP measures may lead management to make business decisions with unanticipated economic consequences on the Company’s GAAP financial results. We compensate for this limitation by not relying exclusively on non-GAAP financial measures to make business decisions. We also continuously reevaluate which non-GAAP measures are appropriate.

Amounts related to the fourth quarter of 2008 are subject to completion of management’s and its independent registered public accounting firm’s customary closing and review procedures.

About SupportSoft

SupportSoft (NASDAQ: SPRT) provides software and services that make technology work. The Company’s solutions reduce technology support costs, improve customer satisfaction and enable new revenue streams for companies reaching 50 million users worldwide. The Company also provides Instant Technology Relief^® to consumers and small businesses through a series of channel partners and www.support.com. For more information about the Company and its enterprise offerings, visit http://www.supportsoft.com; for Instant Technology Relief from consumer and small business technology problems, visit www.support.com.

SUPPORTSOFT, INC.

GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended									Year Ended
	December 31, 2008(1)			September 30, 2008(1)			December 31, 2007(2)			December 31,
										2008(1)			2007(2)
Revenues:
License	$	3,081		$	2,861		$	4,055		$	11,813		$	15,780
Maintenance		3,997			3,987			4,050			15,881			16,084
Services		2,661			3,822			4,166			14,365			14,888
Consumer		3,107			2,110			349			6,811			1,050
Total revenues		12,846			12,780			12,620			48,870			47,802
Costs and expenses:
Cost of license		134			60			76			337			218
Cost of maintenance		420			454			554			1,848			2,424
Cost of services		2,587			3,291			3,801			12,775			14,953
Cost of consumer		3,870			2,561			1,143			9,494			4,433
Amortization/write-down of intangible assets		41			71			1,999			202			2,815
Research and development		1,936			2,079			2,067			8,175			8,771
Sales and marketing		5,048			5,179			6,146			21,458			27,648
General and administrative		2,309			2,245			1,650			8,691			7,631
Restructuring and impairment charges		1,885			—			1,172			1,885			1,190
Stock-based compensation		1,417			1,154			1,211			5,078			4,943
Total costs and expenses		19,647			17,094			19,819			69,943			75,026
Loss from operations		(6,801	)		(4,314	)		(7,199	)		(21,073	)		(27,224	)
Interest income and other, net		177			158			1,506			2,506			6,526
Income (Loss) before income taxes		(6,624	)		(4,156	)		(5,693	)		(18,567	)		(20,698	)
Provision for income taxes		(164	)		(184	)		(113	)		(539	)		(671	)
Net loss	$	(6,788	)	$	(4,340	)	$	(5,806	)	$	(19,106	)	$	(21,369	)
Net loss per share:
Basic	$	(0.15	)	$	(0.09	)	$	(0.13	)	$	(0.41	)	$	(0.47	)
Diluted	$	(0.15	)	$	(0.09	)	$	(0.13	)	$	(0.41	)	$	(0.47	)
Shares used in computing per share amounts:
Basic		46,142			46,119			46,069			46,098			45,610
Diluted		46,142			46,119			46,069			46,098			45,610
Allocation of restructuring and impairment charges:
Cost of maintenance		—			—			82			—			82
Cost of service		212			—			58			212			66
Cost of consumer		5			—			169			5			175
Research and development		137			—			160			137			160
Sales and marketing		1,006			—			675			1,006			679
General and administrative		525			—			28			525			28
Total restructuring and impairment charges		1,885			—			1,172			1,885			1,190
Allocation of stock-based compensation:
Cost of maintenance		23			19			21			82			80
Cost of service		180			133			193			665			757
Cost of consumer		47			21			—			116			—
Research and development		173			152			143			584			510
Sales and marketing		517			460			454			1,841			1,885
General and administrative		477			369			400			1,790			1,711
Total stock-based compensation		1,417			1,154			1,211			5,078			4,943

Note 1: 2008 amounts are subject to completion of management’s and its independent registered public accounting firm’s customary closing and review procedure.

Note 2: In January 2008, we recognized the Company and created two business segments, Consumer and Enterprise.

Prior to 2008, the Company conducted its business in one segment Revenue and cost of revenue are provided on a segment basis, all other operating expenses are incorporated into he overall company results for these periods. See the segment information table included in this press release for more information.

SUPPORTSOFT, INC.

RECONCILIATION OF GAAP FINANCIAL RESULTS TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended									Year Ended
	December 31, 2008			September 30, 2008			December 31, 2007			December 31,
										2008			2007
GAAP costs and expenses	$	19,647		$	17,094		$	19,819		$	69,943		$	75,026
Amortization/write-down of intangible assets		(41	)		(71	)		(1,999	)		(202	)		(2,815	)
Restructuring and impairment charges		(1,885	)		—			(1,172	)		(1,885	)		(1,190	)
Stock-based compensation		(1,417	)		(1,154	)		(1,211	)		(5,078	)		(4,943	)
Non-GAAP costs and expenses		16,304			15,869			15,437			62,778			66,078
GAAP loss from operations		(6,801	)		(4,314	)		(7,199	)		(21,073	)		(27,224	)
Amortization/write-down of intangible assets		41			71			1,999			202			2,815
Restructuring and impairment charges		1,885			—			1,172			1,885			1,190
Stock-based compensation		1,417			1,154			1,211			5,078			4,943
Non-GAAP loss from operations		(3,458	)		(3,089	)		(2,817	)		(13,908	)		(18,276	)
GAAP income (loss) before income taxes		(6,624	)		(4,156	)		(5,693	)		(18,567	)		(20,698	)
Amortization/write-down of intangible assets		41			71			1,999			202			2,815
Restructuring and impairment charges		1,885			—			1,172			1,885			1,190
Stock-based compensation		1,417			1,154			1,211			5,078			4,943
Non-GAAP income (loss) before income taxes		(3,281	)		(2,931	)		(1,311	)		(11,402	)		(11,750	)
GAAP net loss	$	(6,788	)	$	(4,340	)	$	(5,806	)	$	(19,106	)	$	(21,369	)
Amortization/write-down of intangible assets		41			71			1,999			202			2,815
Restructuring and impairment charges		1,885			—			1,172			1,885			1,190
Stock-based compensation		1,417			1,154			1,211			5,078			4,943
Non-GAAP net income (loss)	$	(3,445	)	$	(3,115	)	$	(1,424	)	$	(11,941	)	$	(12,421	)
Basic net income (loss) per share
GAAP	$	(0.15	)	$	(0.09	)	$	(0.13	)	$	(0.41	)	$	(0.47	)
Non-GAAP	$	(0.07	)	$	(0.07	)	$	(0.03	)	$	(0.26	)	$	(0.27	)
Diluted net income (loss) per share
GAAP	$	(0.15	)	$	(0.09	)	$	(0.13	)	$	(0.41	)	$	(0.47	)
Non-GAAP	$	(0.07	)	$	(0.07	)	$	(0.03	)	$	(0.26	)	$	(0.27	)
Shares used in computing per share amounts (GAAP)
Basic		46,142			46,119			46,069			46,098			45,610
Diluted		46,142			46,119			46,069			46,098			45,610
Shares used in computing per share amounts (Non-GAAP)
Basic		46,142			46,119			46,069			46,098			45,610
Diluted		46,142			46,119			46,069			46,098			45,610

The adjustments above reconcile the Company’s GAAP financial results to the non-GAAP financial measures used by the Company. The Company’s non-GAAP financial measures exclude restructuring and impairment charges, stock-based compensation and amortization/write-down of intangible assets from the GAAP financial results. The Company believes that presentation of these non-GAAP items provides meaningful supplemental information to investors, when viewed in conjunction with, and not in lieu of, the Company’s GAAP results. However, the non-GAAP financial measures have not been prepared under a comprehensive set of accounting rules or principles. Non-GAAP information should not be considered in isolation from, or as a substitute for, information prepared in accordance with GAAP. Moreover, there are material limitations associated with the use of non-GAAP financial measures. See the text of this press release for more information on non-GAAP financial measures.

2008 amounts are subject to completion of management’s and its independent registered public accounting firm’s customary closing and review procedures.

SUPPORTSOFT, INC.

GAAP CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31, 2008 (1)			September 30, 2008 (1)			December 31, 2007 (2)
	(unaudited)			(unaudited)			(audited)
Assets
Current assets:
Cash, cash equivalents and short-term investments	$	72,090		$	76,069		$	112,940
Accounts receivable, net		10,384			8,157			10,087
Prepaid expenses and other current assets		1,642			2,153			2,531
Total current assets		84,116			86,379			125,558
Long-term investments		15,766			22,212			—
Auction rate security put option		7,148			—			—
Property and equipment, net		1,275			1,675			2,086
Goodwill		12,646			12,646			9,792
Purchased technology		1,318			1,375			—
Intangible assets, net		417			459			340
Other assets		900			573			682
Total assets	$	123,586		$	125,319		$	138,458
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable and accrued compensation	$	3,019		$	2,384		$	2,781
Other accrued liabilities		3,534			3,032			3,421
Deferred revenue		10,119			8,784			10,502
Other long-term liabilities		1,468			1,101			892
Total liabilities	$	18,140		$	15,301		$	17,596
Stockholders’ equity:
Common stock	$	5		$	5		$	5
Additional paid-in-capital		217,647			216,230			212,188
Accumulated other comprehensive loss		(2,541	)		(3,340	)		(772	)
Accumulated deficit		(109,665	)		(102,877	)		(90,559	)
Total stockholders’ equity	$	105,446		$	110,018		$	120,862
Total liabilities and stockholders’ equity	$	123,586		$	125,319		$	138,458

Note 1: 2008 amounts are subject to completion of management’s and its independent registered public accounting firm’s customary closing and review procedures.

Note 2: Derived from audited financial statements.

SUPPORTSOFT, INC.

SEGMENT INFORMATION

(in thousands)

(unaudited)

	Three Months Ended December 31, 2008
	Enterprise			Consumer			Corporate			Consolidated Total
Revenue:
License	$	3,081		$	—		$	—		$	3,081
Maintenance		3,997			—			—			3,997
Services		2,661			—			—			2,661
Consumer		—			3,107			—			3,107
Total revenue		9,739			3,107			—			12,846
Segment operating costs and expenses		(6,688	)		(7,307	)		—			(13,995	)
Amortization of intangible assets		—			(41	)		—			(41	)
Common corporate expenses		—			—			(2,309	)		(2,309	)
Restructuring and impairment charges		(690	)		(670	)		(525	)		(1,885	)
Stock-based compensation		(523	)		(417	)		(477	)		(1,417	)
Interest income and other, net		—			—			177			177
Income (loss) before income taxes	$	1,838		$	(5,328	)	$	(3,134	)	$	(6,624	)
	Twelve Months Ended December 31, 2008
	Enterprise			Consumer			Corporate			Consolidated Total
Revenue:
License	$	11,813		$	—		$	—		$	11,813
Maintenance		15,881			—			—			15,881
Services		14,365			—			—			14,365
Consumer		—			6,811			—			6,811
Total revenue		42,059			6,811			—			48,870
Segment operating costs and expenses		(29,758	)		(24,329	)		—			(54,087	)
Amortization of intangible assets		(90	)		(112	)		—			(202	)
Common corporate expenses		—			—			(8,691	)		(8,691	)
Restructuring and impairment charges		(690	)		(670	)		(525	)		(1,885	)
Stock-based compensation		(1,789	)		(1,499	)		(1,790	)		(5,078	)
Interest income and other, net		—			—			2,506			2,506
Income (loss) before income taxes	$	9,732		$	(19,799	)	$	(8,500	)	$	(18,567	)

Consumer Segment. In our Consumer segment, we provide premium technology support to consumers over the phone and the internet for a fee. We offer our services to consumers through retailers and other companies who provide technology products and services to consumers. We also provide our services directly to consumers through www.support.com.

Enterprise Segment. Our Enterprise customers use our software to resolve technical problems for their customers. Digital service providers use our products to automate the installation, activation and verification of broadband services, to reduce the cost and improve the quality of support for customers, and to enable the remote management of devices located at customer premises. Corporate IT departments and IT outsourcing firms use our software to improve the cost-effectiveness and efficiency of their support through an integrated portfolio of proactive service, self service and assisted service products.

Corporate. This category consists of common corporate expenses such as general and administrative expenses, interest income, and other income or expenses, which are items that we do not allocate to our business segments.

2008 amounts are subject to completion of management’s and its independent registered public accounting firm’s customary closing and review procedures.

Investor Contact

Carolyn Bass and Daniel Wood

Market Street Partners

(415) 445-3235

sprt@marketstreetpartners.com

Media Contact

Renee Gray

SupportSoft, Inc.

(512) 985-5205

renee.gray@supportsoft.com

EX-10.2

Exhibit 10.2

SUPPORTSOFT, INC.

AMENDED AND RESTATED EXECUTIVE INCENTIVE COMPENSATION PLAN

SupportSoft, Inc. (the “Company”) adopted its Executive Incentive Compensation Plan effective beginning January 1, 2008, as amended and restated effective July 1, 2008. The Company adopted this Amended and Restated Executive Incentive Compensation Plan (the “Plan”) effective beginning January 1, 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 or business unit (“BU”) of its financial goals, and (2) achievement by the individual employee of his or her management by objective (“MBO”) goals.

• Employees who are assigned to a specific business unit (Enterprise Solutions Group (“ESG”) or Consumer Solutions Group (“CSG”)) will be eligible for an incentive award based in part on that business unit’s performance (the “Business Unit Portion”).

• Employees whose work is allocated to each of the business units on a percentage basis will be eligible for an incentive award that includes a Business Unit Portion that is allocated proportionately to the individual BUs. For example, an employee who is allocated 65% to CSG and 35% to ESG will receive a Business Unit Portion that is based 65% on CSG’s achievement of its objectives and 35% on ESG’s performance.

• Employees who work in General and Administrative roles (not assigned to a BU) will be eligible for an incentive award tied to overall Company performance, which Company performance is based on achievement of financial goals for each business unit, evaluated separately (the “Company Portion”).

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

• The Company/BU 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 Business Unit Portion, 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/BU Portion or the MBO Portion if one portion is earned but not the other.

The Company/BU 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/BU 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.

On an annual basis, if the Company or a BU 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.

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. 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. 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.

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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.

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.

* * *

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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.

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