Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 99 509K
2: EX-3.1 Amended & Restated Certificate 7 30K
3: EX-3.2 Amended & Restated Bylaws 21 98K
4: EX-3.3 Amended & Restated Certification of Incorporation 20 85K
5: EX-3.4 Certificate of Correction 2 13K
6: EX-3.5 Bylaws of Replicase, Inc. 13 60K
7: EX-4.2 Registration Rights Agreement, Date June 22, 1998 16 68K
8: EX-4.3 Amended & Restated Reg. 15 75K
9: EX-4.4 Warrant Agreement, Dated July 12, 1999 11 66K
10: EX-4.5 Warrant Agreement, Dated Oct. 27, 1998 11 69K
11: EX-4.6 Warrant Agreement, Dated Oct. 27, 1998 12 69K
12: EX-4.7 Warrant Agreement, Dated Oct. 27, 1998 12 68K
13: EX-4.8 Letter of Comdisco 2± 13K
14: EX-4.9 Warrant Agreement to Purchase (Excite) 12 58K
15: EX-10.1 Registrant's 1998 Stock Option Plan 25 97K
24: EX-10.10 Employment Agreement, Brian M. Beattie 5 27K
25: EX-10.11 Employment Agreement, Jim Hilbert 5 25K
26: EX-10.12 Employment Agreement, Lucille Hoger 5 25K
27: EX-10.14 Sublease Agreement 11 51K
28: EX-10.15 Enterprise License Agreement, Dated May 27, 1999 11 55K
29: EX-10.16 Amend. #1 to Enterprise License Agreement 3 24K
16: EX-10.2 Registrant's 2000 Omnibus Equity Incentive Plan 39 153K
17: EX-10.3 Registrant's 2000 Employee Stock Plan 12 58K
18: EX-10.4 Form of Directors' & Officers' Indemnification 7 40K
19: EX-10.5 Employment Agreement, Tony Rodoni 3 18K
20: EX-10.6 Employment Letter, Michael O'Rourke 4 20K
21: EX-10.7 Employment Agreement, Radha R. Basu 5 27K
22: EX-10.8 Employment Letter, Scott Dale 8 38K
23: EX-10.9 Employment Agreement, Cadir Lee 8 38K
30: EX-23.1 Consent of Ernst & Young LLP 1 10K
31: EX-27.1 Financial Data Schedule 2 12K
EX-10.11 — Employment Agreement, Jim Hilbert
EX-10.11 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.11
December 7, 1999
PERSONAL & CONFIDENTIAL
Jim Hilbert
Dear Jim:
On behalf of Support.com, Inc. (the "Company" or "Support.com") I am pleased to
offer you the position of Senior Vice President Sales and Business Development
of the Company. The terms of your employment relationship with the company are
as set forth below and as approved by the Company's Board of Directors.
1. Position. You will be the Senior Vice President of Sales and Business
Development of the Company, reporting to the President and Chief Executive
Officer. As such, you will have such responsibilities as determined by the
President and Chief Executive Officer.
2. Base Salary and Performance Bonus. You will be paid a base salary of $12,500
per month. Your salary will be payable in accordance with the Company's
standard payroll policies (subject to normal required withholding). You will
receive a vacation and benefit package similar to that provided for all
other executive level employees. You will also be eligible to cam incentive
based compensation amounts based performance criteria mutually agreed upon
by you and the President and Chief Executive Officer.
3. Stock Options. Subject to the approval of the Board of Directors of the
Company, you will be granted an option to purchase 500,000 shares of Common
Stock (TBD on base options and performance based options) of the Company at
an exercise price per share of to be determined at the next board meeting.
Your option will be granted under the Support.com, Inc. 1998 Option Plan, in
accordance with and subject to each term of the Company's standard form of
option agreement. These options will vest 25% at the end of your first year
of employment and thereafter monthly at 1/48 per month of the total option
amount so that at the end of your fourth year of employment you will be 100%
vested in this incentive stock option grant.
4. At-Will Employment. You will be an employee-at-will, meaning that either you
or the Company can terminate your employment relationship at any time, for
any reason, with or without Cause, and with or without notice. You agree to
devote substantially all of your business time and attention to the Company.
Nevertheless, you shall be permitted to serve as a member of the board of
directors of other boards of directors of for-profit and not-for-profit
organizations as the Board may reasonable approve.
5. Termination of Employment:
5.1 In the event your employment is terminated by the Company with or without
Cause, as defined herein, or you resign with or without Good Reason, as
defined herein, you will be entitled to payment of (i) accrued salary,
benefits and reimbursable expenses owing to you through the date of such
termination, and (ii) the incentive based compensation earned for the Fiscal
Year preceding the date of your termination if it has not been paid as of
the date of your termination.
5.2 If your employment is terminated by the Company, for any reason other than
for Cause, or is terminated by you for Good Reason, in addition to the
payments provided for in Section 5.1, you will be entitled to receive a
severance package consisting of (i) your base monthly salary, paid as though
you were still employed by the Company for a period of 6 months in
installments, subject to appropriate deductions, (ii) continued
participation in all benefit plans as an employee for a period of 6 months,
and (iii) vesting of all stock options granted to you that would have vested
by the end of the month of your termination if your employment had not been
terminated. The Company shall have the obligation to make the payments and
provide the benefits provided for in this section regardless of your income
or effects to mitigate, if any, however it shall have the right to stop the
payments and benefits in Section 5.2(i) and (ii) if at any time prior to the
expiration of six months after termination, you become otherwise employed in
another full time salaried position with benefits. In order to receive this
severance package, you will be required to sign a release in a form
acceptable to the Company, of any and all claims that you may have against
the Company.
5.3 "Cause" means a determination in the reasonable good faith of the Board that
you have: (a) engaged in a material act in violation of the law, except that
if with regard to the act, you are not subsequently convicted of a felony or
do not enter a plea of guilty or nolo contendre to a felony (except for
ordinary traffic violations); you will be entitled to receive the severance
package provided for in Section 5.2 (i through iv), (b) materially breached
your fiduciary duty to the Company; (c) unreasonable refused to perform the
good faith, lawful policies or instructions of the Chief Executive Officer;
or (d) failed to fully and faithfully perform your materially obligations
under this Employment Agreement after having been given thirty days written
notice of any such failure and an opportunity to cure. "Good Reason" means
(i) you are assigned significant duties inconsistent with your position in
the Company or your employment terms and responsibilities are materially
diminished by the Company, (ii) you are required to relocate to a regular
work location that is more than 50 miles from the Company's offices where
you regularly work, without your approval or (iii) a material breach by the
Company of its obligations under the Employment Agreement. If you wish to
resign your employment for Good Reason, you will be required to give the
Company 30 days written notice of resignation. The Company will have 30 days
to cure the reason(s) for your resignation. If the reason(s) for your
resignation is/are not cured within 30 days, the period of time you have to
exercise your stock options shall begin to run following the expiration of
the cure period.
6. Change in Ownership Event. For a period of six months following a "Change In
Ownership Event" ("Change In Ownership Event" being defined as any sale of
all or substantially all of the Company's assets or any merger,
consolidation or stock sales which results in the holders of the Company's
capital stock immediately prior to such transaction owning less than 50% of
the voting power of the Company's capital stock immediately after such
transaction), if (a) your employment is terminated by the Company or its
successor for any reason other than for Cause (as defined in Section 5 of
this Employment Agreement); or (b) you resign for Good Cause, you will be
entitled to receive a severance package consisting of (i) vesting of 50% of
any unvested stock options that were issued to you by the Company, (ii) 6
months of your base salary at that time, payable in a lump sum, subject to
normal withholding requirements, (iii) continued participation in all
benefit plans as an employee for a period of 6 months, and (iv) bonus for
the fiscal year in which your employment is terminated, pro rated on a
monthly basis based upon your termination date, if you achieved the
performance criteria mutually agreed upon by you and the Board for that
Fiscal Year. You shall have a period of 90 days following termination of
your employment pursuant to Section 6(a) to exercise such options. If you
wish to resign your employment pursuant to Section 6(b), you will be
required to give the Company 30 days written notice of resignation. The
Company will have 30 days to cure the reason(s) for your resignation. If the
reason(s) for your resignation is not cured within 30 days, you shall have a
period of 90 days following the cure period to exercise such options. In
order to receive this severance package, you will be required to sign a
release in a form acceptable to you and the Company, of any and all claims
that you may have against the Company.
7. Representation and Warranty. You represent and warrant to the Company that
the performance of your duties will not violate any agreements or trade
secrets of any other person or entity.
8. Standard Employee Agreements. You will be expected to sign and comply with
the Company's standard Employment, Confidential Information and Invention
Assignment Agreement (the "Employee NDA") which requires, among other
provisions, the assignment of patent rights to any invention made during
your employment at the Company and non-disclosure of proprietary
information. Your employment will be contingent upon and not be deemed
effective until you have executed and returned the Employee NDA to the
Company. As provided in the Employee NDA, in the event of any dispute or
claim relating to or arising out of our employment relationship, you and the
Company agree that all such disputes shall be fully and finally resolved by
binding arbitration. In addition, you will abide by the Company's strict
policy that prohibits any employee from using or bringing with him or her
from any pervious employer any confidential information, trade secrets, or
proprietary materials or processes of such former employer. You also agree
that, during the term of your employment with the Company, you will not
actively engage in any other employment, occupation, consulting or other
business directly or indirectly related to the business in which the Company
is now involved or becomes involved during the term of your employment, nor
will you engage in any other activities that conflict with your obligations
to the Company.
9. Start Date. This agreement is effective as of December __, 1999.
10. Federal Immigration Law. For purpose of federal immigration law, you will be
required to provide the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your commencement date, or
our employment relationship you may be terminated.
11. Entire Agreement. This Employment Agreement, together with your Stock
Option Agreement, and your Confidentiality and Assignment of Inventions
Agreement, which are incorporated by reference, constitutes the entire
agreement between the parties and supersedes all other agreements or
understandings. This Employment Agreement can only be changed in writing,
signed by you and the Chairman of the Board of the Company.
Jim, on behalf of the Board, let me express how pleased I am to extend this
offer, and how much I look forward to working with you. Please indicate your
acceptance by signing and returning the enclosed copy of this letter.
Sincerely,
SUPPORT.COM, INC.
By:___________________________________
Title:________________________________
The forgoing terms and conditions are hereby accepted:
Signed: /s/ Jim R. Hilbert
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Print Name: Jim R. Hilbert
---------------------------
Date: 12/7/99
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Dates Referenced Herein and Documents Incorporated by Reference
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This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 2/18/00 | | | | | | | None on these Dates |
| | 12/7/99 | | 1 |
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