Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Chief Financial Officer
On October 9, 2020, the Board of Directors of Support.com, Inc.
(the “Company”) appointed Caroline Rook as Chief
Financial Officer. Ms. Rook commenced employment with the Company
on October 12, 2020.
Ms. Rook, age 62, has served since 2013 as an independent financial
consultant. Prior to that, Ms. Rook served from 2010-2013 as the
Chief Financial Officer of 24/7 Card, a startup serving the
underbanked in the US. In addition, she previously served from
2009-2010 as the Chief Financial Officer of Trident University, a
private for-profit institution, and from 2002-2009 as the Chief
Financial Officer of PeopleSupport, a business process outsourcing
company. From 1992 to 2002, Mrs. Rook held various positions with
Acxiom Corporation and Sterling Software, Inc.
Employment Offer Letter
Base salary and Bonus. In
connection with Ms. Rook’s appointment, the Company and Ms.
Rook entered into an employment offer letter. The offer
letter provides for an annual salary of $250,000, subject to
periodic review and adjustment by the Company. Ms. Rook will
be eligible to participate in the Company’s annual executive
incentive plan with a bonus potential of thirty percent (30%) of
her annual base salary.
New hire equity grant. Ms. Rook
will also receive stock options to purchase 100,000 shares of the
Company’s common stock upon her commencement of employment,
which options will vest in equal monthly installments over a period
of forty-eight months, subject to the other terms of the option
agreement.
Severance terms. Ms.
Rook’s employment with the Company can be terminated at any
time for any reason by the Company or Ms. Rook. However, if
Ms. Rook’s employment is terminated without cause or she
resigns with good reason, upon the execution of the Company’s
standard release agreement she will be entitled to receive three
months of her then-current annual base salary, payable in a lump
sum upon the first regular pay period that is more than twenty
eight (28) days after the termination of her
employment.
Other Benefits. Ms. Rook will be eligible to participate in
the benefit programs generally available to employees of the
Company. Ms. Rook will also enter into the Company’s standard
indemnification agreement for officers and directors, a copy of
which is on file with the Securities and Exchange Commission as
Exhibit 10.4 to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2019.
The
foregoing description of Ms. Rook’s offer letter is qualified
in its entirety by reference to the full text of the offer letter,
which is incorporated herein and attached hereto as Exhibit
10.1.
A copy of the press release announcing Ms. Rook’s appointment
as Chief Financial Officer is attached hereto as Exhibit 99.1 and
incorporated herein by reference.