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