SUPPORT.COM, INC. (NASDAQ:SPRT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
Effective August 31, 2020, the Board of Directors (the “Board”) of Support.com, Inc. (the “Company”) appointed Christine Kowalczyk, age 57, to serve as Chief Operating Officer of the Company.
Ms. Kowalczyk previously served as the Chief Operating Officer of CBRE-FacilitySource, a facility management BPO company from April 2018 to August 2020. Prior to that, Ms. Kowalczyk served as the Senior Vice President of Connexions Loyalty, a business-to-consumer customer loyalty company from September 2017 to March 2018. From March 2015 to September 2017, Ms. Kowalczyk served as the Chief Customer Officer of Paycor Corporation, a human capital management SaaS company. From September 2003 to May 2015, Ms. Kowalczyk served in various management roles for Convergys Corporation, a BPO provider of multi-channel call center operations and voice of customer analytics services, including its VP of Program Management and Global Operations. Ms. Kowalczyk holds a B.S. in Accounting from Maryville University and is also a Certified Public Accountant.
There are no arrangements or understandings between Ms. Kowalczyk and any other persons to which she was selected as an officer, and she has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.
Employment Offer Letter
The Company entered into an employment offer letter dated August 27, 2020 (the “Agreement”) with Ms. Kowalczyk. The Agreement has no specified term, and Ms. Kowalczyk’s employment with the Company will be on an at-will basis. The material terms of the Agreement are summarized below.
Base Salary and Bonus.Ms. Kowalczyk will receive an annual base salary of $250,000, subject to annual review. She will also be eligible to receive a bonus under the Company’s Executive Incentive Compensation Plan with a target amount of thirty percent (30%) of base salary. The Executive Incentive Compensation Plan has a corporate performance component and an individual management by objectives (MBO) component. The Company also agreed to pay a sign-on bonus of $25,000 in cash, grossed up, payable in the first regular payroll after Ms. Kowalczyk’s start date. If Ms. Kowalczyk voluntarily resigns from her position within the first year of her employment, she will be required to return a pro-rata portion of the sign-on bonus.
New Hire Equity Grant. Subject to the terms of a stock option agreement and the Company’s Third Amended and Restated 2010 Equity and Performance Incentive Plan, the Company intends to grant Ms. Kowalczyk an option to purchase 100,000 shares of Company common stock vesting monthly over a one (1) year period beginning on her employment start date. The exercise price will be determined at the time of grant by the Board or Compensation Committee.
Severance Terms.If Ms. Kowalczyk’s employment with the Company terminates due to Involuntary Termination, the Company will offer her, in exchange for a full release, severance benefits equal to three months of Ms. Kowalczyk’s then current annual base salary, with such payment being made in equal amounts over the three-month period following the effectiveness of the release.
Other Benefits.Ms. Kowalczyk will be eligible to participate in the benefit programs generally available to employees of the Company.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is incorporated herein and attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
Support.com, Inc. Exhibit
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About SUPPORT.COM, INC. (NASDAQ:SPRT)
Support.com, Inc. is a provider of cloud-based software and services for technology support. The Company offers outsourced support services for service providers, retailers, Internet of Things (IoT) solution providers and technology companies. It offers technology support services programs for both the consumer and small business markets, and includes computer and mobile device set-up, security and support, virus and malware removal, wireless network set-up, and home security and automation system support. Its cloud-based offering, Nexus, is a software-as-a-service solution for companies to support interactions with their customers. Its end user software products are designed to maintain, optimize and secure computers and mobile devices. Its principal software products include products designed for malware protection and removal (SUPERAntiSpyware); personal computer (PC), smartphone and tablet maintenance and optimization (Cosmos), and PC registry cleaning and repair (ARO).
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