Support.com, Inc. (Form: 8-K, Received: 05/19/2014 16:50:03)

Exhibit 10.1

May 8, 2014

VIA EMAIL/ORIGINAL MAILED

Elizabeth M. Cholawsky

Santa Barbara, California

Dear Elizabeth,

On behalf of Support.com, Inc., a Delaware corporation (“the Company”), we are pleased to offer you the position of President and Chief Executive Officer, reporting to the Company’s Board of Directors (“Board”). You will be assigned to our headquarters office at the address listed below. This offer is contingent upon the completion of background checks to the Company’s satisfaction as required by our internal procedures and regulatory requirements. If you timely accept this offer, then subject to the contingent matters herein your start date is Friday, May 16, 2014 (“Start Date”).

The offer will include an annual equivalent base salary of three hundred sixty thousand dollars ($360,000.00). The base salary will be paid bi-weekly in accordance with the Company’s normal payroll procedures.

You will also be eligible for bonus compensation under the Company’s Executive Incentive Compensation Plan (“Incentive Plan”). Your maximum annual bonus opportunity under the Incentive Plan will be sixty-five percent (65%) of your annual base salary (not including overachievement potential), for an annual equivalent On Target Earnings (“OTE”) of base salary plus Incentive Plan opportunity of five hundred ninety-four thousand dollars ($594,000.00).

The Incentive Plan has both a corporate performance component and an individual Management by Objectives (“MBO”) component as determined by the Compensation Committee of the Board in its sole discretion. Any such bonus shall be paid following the close of the period when results are approved by the Compensation Committee and reported by the Company in accordance with its policies and procedures; provided that in no event will any such bonus be paid earlier than the first day following the end of the period to which the bonus relates, or later than March 15 of the year following the year to which the bonus relates. To receive a bonus payment, you must be employed with the Company through the end of the period to which the bonus relates, currently based on calendar quarters.

On the condition that you accept this offer, your employment with the Company commences on the Start Date above, and all eligibility and background checks are completed satisfactorily, then, subject to the terms and conditions of the Company’s selected equity award plan (the “Stock Plan”) and the Company’s standard grant terms and conditions (contained in the applicable agreement), the Compensation Committee has approved grants, effective on your Start Date (the “Grant Date” for purposes of the grants) consisting of:

(i) an award of restricted stock units (“RSUs”) in the amount of two hundred eighteen thousand seven hundred fifty-two (218,752) shares of Company common stock vesting over four (4) years from the Grant Date in equal annual vesting tranches with 25% becoming vested on each of the first four (4) anniversaries of the Grant Date subject to continuous service; and

(ii) an award of performance-based stock options to purchase seven hundred fifty thousand (750,000) shares of the Company’s common stock that will vest over four (4) years with 25% becoming vested on the first anniversary of the Grant Date and 1/48th becoming vested each month thereafter subject to continuous service, in accordance with the Company’s standard policies; the exercise price per share for these option grants will be set at the fair market value as defined in the Stock Plan (“FMV”) of the Company’s common stock on the Grant Date. The performance-based stock options for 750,000 shares will be divided into three grants with a First Option Grant consisting of 150,000 option shares, a Second Option Grant consisting of 300,000 option shares, and a Third Option Grant consisting of 300,000 option shares (collectively the First, Second and Third Option Grants are referred to as the “Performance-Based Options”). Notwithstanding the foregoing and as a condition of the Performance-Based Options, following performance targets and conditions (“Performance Targets”) apply:

(1)	the First Option Grant shall only be exercisable, to the extent vested, following the date as of which the FMV of the Company’s common stock has first equaled or exceeded four dollars ($4.00) for twenty (20) consecutive trading days; and

(2)	the Second Option Grant shall only be exercisable, to the extent vested, following the date as of which the FMV of the Company’s common stock has first equaled or exceeded six dollars and twenty-five cents ($6.25) for twenty (20) consecutive trading days; and

(3)	the Third Option Grant shall only be exercisable, to the extent vested, following the date as of which the FMV of the Company’s common stock has first equaled or exceeded nine dollars and seventy-five cents ($9.75) for twenty (20) consecutive trading days.

In the event one or more Performance Target above is not met prior to a Change of Control, but a Change of Control occurs in a transaction in which our stockholders are all offered and receive a price per share for outstanding shares that equals or exceeds a Performance Target price as listed above, then, notwithstanding the absence of twenty (20) consecutive trading days at or above such Performance Target, it shall be deemed achieved for the purposes of these Performance-Based Options.

The Committee makes these grants with the Company’s standard executive “double-trigger” Change of Control acceleration provisions that can accelerate 100% of unvested/unreleased shares/options or other equity grants in the event of a Change of Control, as defined in our Stock Plan, if an Involuntary Termination (as defined in the Addendum attached hereto) occurs within one year of such Change of Control, PROVIDED, however, that notwithstanding any other provision of the Addendum or Stock Plan, the Performance-Base Options will be eligible for acceleration only if and to the extent the applicable Performance Targets have been met prior to the Change of Control or achieved as part of the Change of Control as described in the paragraph above.

Pursuant to the charter of the Compensation Committee, your performance and compensation terms will be reviewed at least annually.

You acknowledge and that compensation you receive from the Company may be subject by law to certain recoupment (“clawback”) requirements applicable to public companies.

As a Company employee, you will also be eligible to receive employee benefits under the terms of the Company’s standard employee benefits plans, which currently include health care (medical, vision, prescription drug, dental, hospital) and life and disability insurance (life, accidental death and dismemberment, long term disability, short term disability), 12 public holidays in accordance with the Company’s published schedule, other paid time off (“PTO”) up to twenty (20) days per year as approved, etc. You should note that the Company reserves the right to modify all compensation and benefits from time to time, as it deems prudent and in the best interests of the Company.

You are also eligible for severance benefits as described in the attached Addendum.

In lieu of providing relocation assistance, and assuming you accept this offer and start work on or about the Start Date specified above, the Company will pay to you on or before May 30, 2014 a “Sign-On Bonus” of forty thousand dollars ($40,000), less applicable payroll withholding amounts. In addition, the Company will also reimburse your reasonable out-of-pocket work-related air travel expenses from Santa Barbara to the San Francisco Bay Area while your relocation is pending for a period not to exceed six (6) months, after which you are expected to have completed your relocation here. Further, the Company will reimburse your reasonable lodging expenses and meals in relation to such travel but only from your Start Date through the end of May 2014. After that it is expected you will have established temporary housing on or before June 1, 2014 which is not reimbursable, but which you may choose to fund using part of the proceeds of the Sign-On Bonus.

You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause.

Your employment with us is contingent upon and at all times subject to your eligibility for employment as our President and CEO under state and federal law. Without limiting the foregoing, for purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us during your orientation period (schedule to be confirmed), or our employment relationship with you may be terminated. Similarly, for the purposes of state law, because the Company is a registered “Alarm Company” in California with the Bureau of Security and Investigative Services (“BSIS”) as required by one or more program contracts, you will be required to provide to the Company documentary evidence of your identity and eligibility to serve as an officer of a registered Alarm Company. Your employment with us is also contingent upon completion and verification, to the Company’s satisfaction, of full background checks as required by our internal procedures.

You 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 .

As a Company employee, you will be expected to abide by the Company’s obligations, policies and procedures at all times. You will also be expected to sign and comply with a Confidential Information and Invention Assignment Agreement (the “CIIA”) that requires, among other provisions, the assignment of patent rights to any invention made during your employment at the Company, non-solicitation of our employees, and non-disclosure of proprietary information. Your employment will be contingent upon and not be deemed effective until you have executed and returned the CIIA to the Company and all eligibility and background checks have been completed to the Company’s satisfaction.

As provided in the Addendum hereto, 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 Redwood City, California (or another mutually agreed upon location). The Company agrees to pay the fees and costs of the arbitrator. However, as also provided in the Addendum, we agree that this arbitration provision shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of the other party’s intellectual property or proprietary information.

To indicate your acceptance of the Company’s offer, please sign and date this letter before Thursday, May 8, 2014 by 5 p.m. Pacific Time and return it to my attention by email or fax using the contact information below.

This letter, along with the addendum and attachment hereto, equity grant agreements to be issued, and the CIIA, sets forth the terms of your employment with the Company (“Employment Agreement”) and supersedes any prior representations or agreements, whether written or oral. This Employment Agreement may not be modified or amended except by a written agreement, approved by the Compensation Committee of the Board, and signed by a designated representative of the Company and you.

We are excited to have you join Support.com, and we look forward to working with you.

Sincerely,

Support.com, Inc.

By Jim Stephens

Board Chairman and Interim Chief Executive Officer

By signing, I hereby accept, acknowledge and agree to the terms and conditions as stated above in this Offer Letter including the attached Addendum incorporated herein by reference.

On this day of May ___, 2014

_____________________________________
Elizabeth M. Cholawsky

OFFER LETTER ADDENDUM

Severance Provisions; Agreement to Arbitrate

On behalf of Support.com, Inc., a Delaware Corporation (“the Company”), we are pleased to offer you this addendum (“Addendum”) to your employment Offer Letter with the Company (collectively the Offer Letter and this Addendum are referred to herein as the “Agreement”).

This offer is intended to comply with the requirements of new Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”), as applicable, but the Company does not guarantee the tax treatment associated with the terms set forth in this offer and by signing this offer you acknowledge and agree that you had an opportunity to consult counsel of your choice. The terms of this Addendum when accepted by all parties by signing below supplement the Offer Letter by adding the following provisions:

Severance

If your employment with the Company terminates as a result of an Involuntary Termination and you execute and deliver to the Company the Company’s standard Release Agreement attached hereto as Attachment A (the “Release”) and that Release becomes effective and irrevocable within sixty (60) days following your termination date in accordance with applicable law, then you will become entitled to receive the following benefits:

(a) On the first payroll date within the sixty (60) day period following the date of your Involuntary Termination on which the Release is effective, the Company shall pay to you a lump-sum payment equal to the sum of an amount equal to twelve (12) months of your base salary (at the rate in effect at the time of your termination), less applicable withholdings; and

(b) Should you timely elect under Code Section 4980B to continue health care coverage under the Company’s group health plan for yourself, and/or your spouse and your eligible dependents following your Involuntary Termination, then the Company shall provide such continued health care coverage for you and your spouse and other eligible dependents at its sole cost and expense; such health care coverage at the Company’s expense shall continue until the earlier of (i) the expiration of the twelve (12) month period measured from the date of your Involuntary Termination and (ii) the first date you are covered under another employer’s heath benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. For purposes of the foregoing, any Company payments for your continued health coverage will be treated as taxable compensation to the extent necessary to preclude a violation of Section 105(h) of the Code. Additionally, if the Company determines at any time that it cannot make payments towards your health coverage as contemplated in this paragraph without violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), the Company will cease making payments for such coverage and will thereafter pay you a monthly taxable payment in a gross amount equal to the monthly cost for you to continue your coverage pursuant to Code Section 4980B as of your date of termination (for yourself, and/or your spouse and your eligible dependents, as applicable), with the monthly payments to cease at the end of the twelve (12) month period measured from the date of your Involuntary Termination regardless of whether you continue health care coverage through a Company plan or whether you receive other coverage.

Notwithstanding any provision in this Agreement to the contrary, the following special provisions shall govern the payment date of your cash severance payment in the event that payment is deemed to constitute an item of deferred compensation under Section 409A:

(i) The severance payment will be paid to you on the 60 th day following your Separation from Service (subject to your timely execution and effectiveness of the Release), and

(ii) Notwithstanding clause (i) above, no payments or benefits to which you become entitled under this letter agreement that constitute a deferral of compensation within the meaning of Section 409A shall be made or paid to you prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your Separation from Service with the Company or (ii) the date of your death, if you are deemed at the time of such Separation from Service to be a "key employee" within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable deferral period, all payments deferred pursuant to this paragraph shall be paid to you in a lump sum on the next scheduled payroll date.

Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A.

Agreement to Arbitrate

a. Mutual agreement to arbitrate and waive rights to trial by judge or jury. In the event of any future dispute, controversy or claim that either party may have against the other, including the Company’s parent, subsidiaries, or affiliates or any of their officers, directors, shareholders, representatives, attorneys, agents, or assigns in their capacity as such or otherwise, arising from or relating to this Agreement or the CIIA, its breach, any matter addressed by this Agreement or the CIIA, and/or my employment with the Company through my Separation Date, the Company and I agree to resolve any such dispute (collectively, the “Claims”) by arbitration in accordance with this Agreement. Notwithstanding the foregoing, the parties agree that this “Agreement to Arbitrate” in this Addendum shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of the other party’s intellectual property or proprietary information. In the event of any conflict between this “Agreement to Arbitrate” on the one hand, and any conflicting terms in the Offer Letter or CIIA, this “Agreement to Arbitrate” provision shall govern and control.

The Claims covered by this Agreement include, without limitation, claims arising out of contract law, tort law, common law, wrongful discharge law, privacy rights, statutory protections, constitutional protections, wage and hour law, California Labor Code protections, the California Fair Employment and Housing Act (which includes claims for discrimination or harassment on the basis of age, race, color, ancestry, national origin, disability, medical condition, marital status, religious creed, sex, pregnancy, gender, and sexual orientation), any similar state discrimination law, the California Family Rights Act, the federal Family and Medical Leave Act, the federal Civil Rights Acts of 1964 and 1991, as amended, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, claims for benefits (except when a benefit or pension plan specifies that its claims procedures shall culminate in an arbitration procedure different from this one), and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance.

I acknowledge that any Claims I may have for workers’ compensation, state unemployment compensation benefits and/or state disability insurance are not covered by this Agreement.

I understand that, by this Agreement, the parties hereto are waiving their rights to have a Claim adjudicated by a court or jury.

b. Arbitration in accordance with JAMS Rules. Except as otherwise provided herein, arbitration shall be in accordance with the then-current JAMS Employment Arbitration Rules and Procedures before a single neutral arbitrator who is selected in accordance with the Rules. The arbitration shall take place in a mutually agreed location. The arbitrator shall apply the substantive law of California, or federal law, or both, as applicable to the Claim asserted. Each party shall have the right to take written discovery and depositions as provided for under the California Code of Civil Procedure, as well as to subpoena witnesses and documents for discovery and for arbitration. Each party shall be entitled to all types of remedies and relief otherwise available in court.

The arbitrator shall have the exclusive authority to resolve any dispute relating to the formation, interpretation, applicability, or enforceability of this Agreement, including, without limitation, any Claim that all or any part of this Agreement is void or voidable. The arbitrator’s decision shall be a reasoned decision in writing, revealing the essential findings and conclusions forming the basis of the award, and shall be final and binding on the parties.

c. Costs and Fees . If I allege a Claim constituting a violation of a statute relating to employment, including, without limitation, the California Fair Employment and Housing Act (or similar state statute), the Civil Rights Acts of 1964 and 1991, the Age Discrimination in Employment Act, or the Americans with Disabilities Act, the Company will advance all costs of the arbitration that would not be incurred by the parties if the dispute were litigated in court, namely, the fees of the arbitrator and any arbitration association administrative fees and similar charges.

Except as set forth above, each party shall pay for its own costs, and attorney fees, if any. However, if any party prevails in a statutory Claim that affords the prevailing party attorney fees, the arbitrator may award reasonable attorney fees to the prevailing party in addition to any and all other remedies afforded by the relevant statute.

d. Exclusive Forum . Arbitration as described herein will be the exclusive forum for any Claims under the Employment Agreement. The arbitration decision shall be final, conclusive and binding on both parties and any arbitration award or decision may be entered in any court having jurisdiction. The Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. The parties further agree that the prevailing party in any such proceeding shall be awarded reasonable attorneys' fees and costs.

Definitions

For purposes of this Addendum, the following definitions shall be in effect:

“ Involuntary Termination ” means either: (a) that your employment is terminated by the Company without Cause or (b) that you resign for Good Reason (as defined below), but, for the avoidance of doubt, does not include a situation where you are deemed ineligible for the position offered under state or federal law or our internal procedures (i.e. background checks) as described in the Offer Letter. You may terminate your employment hereunder for Good Reason upon satisfaction of the following requirements: (A) notifying the Company within ninety (90) days after the occurrence of the act or omission constituting grounds for the Good Reason termination, (B) providing the Company at least thirty (30) days to correct such act or omission, and (C) upon the Company’s failure to take such corrective action within such thirty (30)-day period, giving the Company written notice of such Good Reason termination within five (5) business days thereafter, with such Good Reason termination to be effective immediately upon delivery of such notice to the Company. In order to receive any benefits upon termination, (i) the Release must be signed by you and must become effective/irrevocable within sixty (60) days following your termination date in accordance with applicable law, and (ii) you must return all Company property. An involuntary termination does not include a termination by reason of your death or Permanent Disability.

“ Permanent Disability ” means your inability to perform the essential functions of your position with or without reasonable accommodation for a period of one hundred twenty (120) consecutive days because of your physical or mental impairment.

“ Cause ” means a determination in the reasonable good faith of the Company that you have: (a) engaged in any act of fraud, embezzlement or dishonesty or any other act in violation of the law that could cause harm to the operations or reputation of the Company; (b) materially breached your fiduciary duty to the Company; (c) unreasonably refused to perform the good faith and lawful instructions of your supervisor(s) (d) engaged in willful misconduct or gross negligence; (e) willfully breached the Employment, Confidential Information and Invention Assignment Agreement; or (f) made any willful unauthorized use or disclosure of confidential information or trade secrets of the Company (or any parent or subsidiary). Further, “Cause” also includes a determination no later than sixty (60) days from your Start Date that you are not eligible for the position offered under state or federal law or our internal procedures (i.e. background checks) as described in the Offer Letter.

“Change of Control” has the meaning ascribed to such term in the Company’s Stock Plan selected for your equity awards.

“ Good Reason ” means (a) your employment duties or responsibilities are materially diminished by the Company without your prior written consent; (b) a material change in the geographic location of your place of employment (currently to be Redwood City, California) without your approval, with a relocation of more than fifty (50) miles to be deemed material for purposes of this addendum; (c) a material uncured breach by the Company of its obligations under the terms of this Offer Letter; or (d) a material reduction in the annual rate of your base salary or target bonus opportunity by the Company, without your written consent,

“Separation from Service ” means your cessation of employee status and shall be deemed to occur at such time as the level of the bona fide services you are to perform in employee status (or as a consultant or other independent contractor) permanently decreases to a level that is not more than 20% of the average level of services you rendered in employee status during the immediately preceding thirty-six (36) months (or such shorter period for which you may have rendered such service). Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Section 409A as determined by the Company.

ATTACHMENT A

TO OFFER LETTER ADDENDUM

SUPPORT.COM RELEASE TERMS

General Release . I, ELIZABETH M. CHOLAWSKY, on behalf of myself, my heirs, representatives and assigns, I hereby fully and forever release and discharge Support.com, Inc. (the “ Company ”) as well as its past and present affiliates, subsidiaries, agents, related entities, officers, directors, shareholders, employees, attorneys, insurers, predecessors, successors, representatives, heirs and assigns (collectively, “ Releasees ”), from any and all claims, causes of action, suits, debts, and demands of any and every kind, nature and character, presently known and unknown, arising from or relating to any act or omission occurring prior to the date I sign this Agreement (collectively, “ Claims ”).

Examples of Claims . The Claims I am releasing and discharging include, but are not limited to, Claims arising from and related to my recruitment, hiring, employment and termination of employment with the Company, including Claims under federal, state and local non-discrimination laws such as Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the Employee Retirement and Income Security Act of 1974 as amended (“ ERISA ”), the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967 as amended (“ ADEA ”), the Fair Employment and Housing Act and under any and all other applicable federal, state and local laws; Claims for breach of express and implied contractual obligations, misrepresentation, infliction of emotional distress, violation of public policy, defamation, monetary damages and any other form of personal relief, attorneys’ fees and costs.

Known & Unknown Claims . In furtherance of my intent to fully and forever release and discharge the Releasees from any and all Claims, “ presently known and unknown ,” I am waiving and releasing all rights and benefits afforded to me, if any, under Section 1542 of the California Civil Code, or under a comparable state law applicable to me. I understand that California Civil Code Section 1542 provides as follows (parentheticals added):

A general release does not extend to claims which the creditor (e.g., me) does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor (e.g., the Company).

I understand that this means that, if I later discover facts different from or in addition to those that I now know or believe to be true, that my release and discharge of all Claims under this Agreement shall be and remain in full force and effect in all respects notwithstanding such different or additional facts or my later discovery of such facts.

Exclusions. I understand that my release and discharge of all Claims under this Agreement excludes any claim(s) I may have for:

·	unemployment, disability and paid family leave insurance benefits, if any such benefit programs apply to me, pursuant to the terms of applicable state law;
·	workers’ compensation insurance benefits pursuant to Division 4 of the California Labor Code (or comparable law of another state applicable to me) under any worker’s compensation insurance policy or fund of the Company;

·	continued participation in the Company’s group health benefit plans pursuant to the terms and conditions of the federal law known as “COBRA;”
·	any benefit entitlement(s) vested as of my Separation Date, pursuant to written terms of any applicable employee benefit plan sponsored by the Company and governed by the federal law known as “ERISA”;

·	any stock and option shares vested as of my Separation Date, pursuant to the written terms and conditions of any stock and/or option grant by the Company to me existing before my Separation Date;
·	violation of any federal, state or local statutory and/or public policy right or entitlement that, by applicable law, is not waivable; and

·	any wrongful act or omission by any Releasee occurring after the date I sign this Agreement.

Confidentiality . I agree that I will not disclose to others the fact or terms of this Agreement, except that I may disclose such information to my spouse, and to my attorneys and accountants in order for them to render professional services to me.

Continuing Rights and Obligations .

I acknowledge and affirm that I have ongoing obligations to the Company after my Separation Date, under the Confidential Information and Invention Assignment Agreement that I signed in connection with my employment with the Company and a copy of which is attached hereto as Attachment 1 (“ CIIA ”).

I understand that nothing in this Agreement prevents or prohibits me from (i) filing a claim with a government agency that is responsible for enforcing a law, (ii) providing information regarding my former employment relationship with the Company, as may be required by law or legal process, or (iii) cooperating, participating or assisting in any government or regulatory entity investigation or proceeding pertaining to the Company.

However, I also understand that, because the Claims I am releasing and discharging under this Agreement include all claims “ for monetary damages and any other form of personal relief ” (see the section entitled “Examples of Claims” above), I may only seek and receive non-personal forms of relief through any claim I may file with a government agency.

I also understand and agree that, even if required by subpoena to provide testimony, or otherwise to cooperate, participate or assist in any legal, government or regulatory proceeding that pertains to my former employment with the Company, I shall promptly give written notice to the Company’s Chief Executive Officer (with attention to the Legal Department) that I have been requested or required to violate my CIIA in connection with or during such testimony, legal, government or regulatory proceeding, so that the Company may take legal action to protect its rights under my CIIA.

No Admission of Wrongdoing; No Disparagement . I agree that neither the fact nor any aspect of this Agreement is intended, or should be construed at any time, to be an admission of liability or wrongdoing by either me or by any of the Releasees. I further agree not to make, or encourage any other person to make, any negative or disparaging statements, as fact or as opinion, about any of the Releasees or their products, services, vendors, customers, or prospective customers, or any person acting by, through, under or in concert with any of them.

Agreement Deadline; Revocation Period; Effective Date . I understand that:

I have been advised by the Company to consult with an attorney of my own choosing before signing this Agreement and returning it to the Company on or before the Agreement Deadline.

The last date I can sign this Agreement is fifty three (53) days after my Separation Date (“ Agreement Deadline ”).

For seven (7) days after the date I actually sign this Agreement, I may revoke it (“ Revocation Period ”). If I revoke this Agreement, I must deliver written notice of my revocation to the Company, no later than the seventh day after the date I signed this Agreement.

The “ Effective Date ” of this Agreement will be the date I have signed it, provided that I have returned to the Company my signature agreement to this Agreement and I have not timely revoked it during the Revocation Period. I understand that this Agreement, as signed by me, and any notice of revocation, should be delivered by U.S. mail, hand or overnight delivery or facsimile to the number below

Human Resources & Legal Departments, Support.com

900 Chesapeake, Redwood City, California 94063

Confidential Facsimile No: 650-482-3761

Section 409A .

a. The parties hereto intend that all benefits and payments to be made hereunder will be provided or paid in compliance with all applicable provisions of section 409A of the Code and the regulations issued thereunder, and the rulings, notices and other guidance issued by the Internal Revenue Service interpreting the same, and this Agreement shall be construed and administered in accordance with such intent. The parties also agree that this Agreement may be modified, as reasonably requested by either party, to the extent necessary to comply with all applicable requirements of, and to avoid the imposition of any additional tax, interest and penalties under, the section 409A of the Code in connection with, the benefits and payments to be provided or paid hereunder. Any such modification shall maintain the original intent and benefit of the applicable provision of this Agreement, to the maximum extent possible without violating section 409A of the Code.

b. In accordance with Section 1.409A-3(d) of the Treasury Regulations, a payment under this Agreement will be treated as made on the designated payment date if the payment is made (i) at such date or a later date within the same calendar year, or if later, by the 15th day of the third month following the date designated in this Agreement or (ii) at a date no earlier than 30 days before the designated payment date (provided that I may not, directly or indirectly, designate the year of payment).

c. Notwithstanding any provision in this Agreement to the contrary, the following special provisions shall govern the payment date of my cash severance payment in the event that payment is deemed to constitute an item of deferred compensation under Section 409A:

(i) The severance payment will be paid to you on the 60 th day following my Separation Date (subject to my timely execution and effectiveness of this release), and

(ii) Notwithstanding clause (i) above, no payments or benefits to which I become entitled under this Agreement that constitute a deferral of compensation within the meaning of Code Section 409A shall be made or paid to me prior to the earlier of (i) the expiration of the six (6)-month period measured from my Separation Date or (ii) the date of my death, if I am deemed at the time of such separation from service to be a "key employee" within the meaning of that term under Code Section 416(i) and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2). Upon the expiration of the applicable deferral period, all payments deferred pursuant to this paragraph shall be paid to me in a lump sum on the next scheduled payroll date.

Each payment under this Agreement is intended to be a “separate payment” and not one of a series of payments for purposes of Section 409A.

Complete Agreement; Changes . In signing this Release Agreement and it becoming effective, I represent and warrant that I am not relying on any statements, representations, negotiations, promises or agreements that are not expressly set forth in this Release Agreement. I also understand and agree that:

this Agreement contains my entire understanding, and the entire agreement by me, with respect to the matters covered herein; and

this Agreement merges, cancels, supercedes and replaces all prior statements, representations, negotiations, promises or agreements relating to the subjects covered by this Agreement that may have been made by any of the Releasees, including (but not limited to) my offer letter from the Company, except (i) my CIIA which remains in full force and effect in accordance with its terms, (ii) the benefit plans and agreements referenced in Section 3.c.(4)-(5), above, and (iii) any debt obligation I owe to the Company; and

·	this Agreement cannot be changed except by another written agreement signed by me and approved by the Compensation Committee of the Board.

I HAVE READ THE FOREGOING RELEASE AGREEMENT. I UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING THE RIGHT TO SUE FOR AGE DISCRIMINATION, HARASSMENT AND RETALIATION UNDER THE ADEA. I AM AWARE OF MY RIGHT TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING BEFORE SIGNING THIS RELEASE AGREEMENT, AND I HAVE BEEN ADVISED TO UNDERTAKE SUCH CONSULTATION. I SIGN THIS RELEASE AGREEMENT FREELY AND VOLUNTARILY, WITHOUT COERCION OR DURESS.

EMPLOYEE

[TO BE SIGNED IN THE EVENT OF A TERMINATION WITH SEVERANCE]

Dated:

Name:

Please return a signed copy to:

Human Resources & Legal Departments

Support.com, Inc.

900 Chesapeake, Redwood City, California 94063

Confidential Facsimile No: 650-482-3761

Exhibit 10.2

SUPPORT.COM, INC.

2014 INDUCEMENT AWARD PLAN

TABLE OF CONTENTS

Page

SECTION 1

BACKGROUND AND PURPOSE

1.1

Background and Effective Date

1.2

Purpose of the Plan

SECTION 2

DEFINITIONS

SECTION 3

ADMINISTRATION

3.1

The Committee

3.2

Authority of the Committee

3.3

Delegation by the Committee

3.4

Decisions Binding

3.5

Restrictions and Legends

SECTION 4

SHARES SUBJECT TO THE PLAN

4.1

Number of Shares

4.2

Lapsed Awards

SECTION 5

STOCK OPTIONS

5.1

Grant of Options

5.2

Award Agreement

5.3

Exercise Price

5.3.1

Nonqualified Stock Options

5.4

Expiration of Options

5.4.1

Expiration Dates

5.4.2

Death of Participant

5.4.3

Committee Discretion

5.5

Exercisability of Options

5.6

Payment

SECTION 6

RESTRICTED STOCK

6.1

Grant of Restricted Stock

6.2

Restricted Stock Agreement

6.3

Other Restrictions

6.3.1

General Restrictions

6.4

Voting Rights

6.5

Dividends and Other Distributions

SECTION 7

RESTRICTED STOCK UNITS

7.1

Grant of RSUs

7.2

RSU Agreement

SECTION 8

GENERAL PROVISIONS

8.1

Deferrals

8.2

No Effect on Employment or Service

8.3

Participation

8.4

Successors

8.5

Beneficiary Designations

8.6

Limited Transferability of Awards

8.7

No Rights as Stockholder

8.8

Leaves of Absence

8.8.1

Statutory Leave of Absence

8.8.2

Approved Personal Leave of Absence

SECTION 9

AMENDMENT, TERMINATION, AND DURATION

9.1

Amendment, Suspension, or Termination

9.2

Duration of the Plan

SECTION 10

TAX WITHHOLDING

10.1

Withholding Requirements

10.2

Withholding Arrangements

SECTION 11

LEGAL CONSTRUCTION

11.1

Gender and Number

11.2

Severability

11.3

Requirements of Law

11.4

Securities Law Compliance

11.5

Code Section 409A

11.6

Governing Law

11.7

Captions

SUPPORT.COM, INC.

INDUCEMENT AWARD PLAN

SECTION 1 BACKGROUND AND PURPOSE.

1.1 Background and Effective Date . The Plan permits the grant of Nonqualified Stock Options, Restricted Stock, and Restricted Stock Units. The Plan is effective as of its adoption by the Board (the "Effective Date").

1.2 Purpose of the Plan . The Plan is intended to provide an inducement material to individuals entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

SECTION 2 DEFINITIONS

The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

2.1 "1934 Act" means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.2 "1934 Act" means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.3 "Award" means, individually or collectively, a grant of Nonqualified Stock Options, Restricted Stock or RSUs pursuant to the Plan.

2.4 "Award Agreement" means the written agreement, notice, or other instrument or document setting forth the terms and conditions applicable to each Award granted pursuant to the Plan.

2.5 "Board" means the Board of Directors of the Company.

2.6 "Cause" shall have the meaning set forth in the Participant's employment or other agreement with the Company or any Subsidiary provided that if the Participant is not a party to any such employment or other agreement or such employment or other agreement does not contain a definition of Cause, then Cause shall have the meaning set forth in the applicable Award Agreement.

2.7 "Change of Control" means the occurrence of either of the following events:

(i) A change in the composition of the Board, as a result of which fewer than one-half of the incumbent directors are directors who either:

(A) Had been directors of the Company twenty-four (24) months prior to such change; or

(B) Were elected, or nominated for election, to the Directors with the affirmative votes of at least a majority of the directors who had been directors of the Company twenty-four (24) months prior to such change and who were still in office at the time of the election or nomination; or

(ii) Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act) who, by the acquisition or aggregation of securities, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities ordinarily (and apart from rights accruing under special circumstances) having the right to vote at elections of directors (the “Base Capital Stock”); except that any change in the relative beneficial ownership of the Company’s securities by any person resulting solely from a reduction in the aggregate number of outstanding shares of Base Capital Stock, and any decrease thereafter in such person’s ownership of securities, shall be disregarded until such person increases in any manner, directly or indirectly, such person’s beneficial ownership of any securities of the Company. For purposes of this Subsection (ii), the term “person” shall not include an employee benefit plan maintained by the Company.

2.8 "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any successor legislation or regulation amending, supplementing or superseding such section or regulation.

2.9 "Committee" means the Compensation Committee of the Board or a subcommittee thereof or such other committee as may be designated by the Board to administer the Plan.

2.10 "Company" means Support.com, Inc., a Delaware corporation, or any successor thereto.

2.11 "Consultant" means any consultant, independent contractor, advisor, or other person who provides services to the Company, its Subsidiaries or Affiliates, but who is neither an Employee nor a Director.

2.12 "Director" means any individual who is a member of the Board of Directors of the Company.

2.13 "Disability" means a permanent disability in accordance with a policy or policies established by the Company from time to time.

2.14 "Employee" means any employee of the Company or of a Subsidiary, whether such employee is so employed at the time the Plan is adopted or becomes so employed subsequent to the adoption of the Plan.

2.15 "Exercise Price" means the price at which a Share may be purchased by a Participant pursuant to the exercise of an Option.

2.16 "Fair Market Value" means the closing per share selling price for Shares for the date of grant on the principal securities exchange on which the Shares are traded or, if there is no such sale on the relevant date, then on the last previous day on which a sale was reported; if the Shares are not listed for trading on a national securities exchange, the fair market value of Shares shall be determined in good faith by the Committee. The Committee is authorized to adopt another fair market value pricing method, provided such method is stated in the award agreement, and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code. Notwithstanding the preceding, for federal, state, and local income tax reporting purposes, fair market value shall be determined by the Company in accordance with uniform and nondiscriminatory standards adopted by it from time to time.

2.17 "Grant Date" means, with respect to an Award, the date that the Award was granted. The Grant Date of an Award shall not be earlier than the date the Award is approved by the Committee.

2.18 "Incentive Stock Option" means a stock option to purchase Shares that is designated as an Incentive Stock Option and is intended to meet the requirements of Section 422 of the Code.

2.19 "Nonqualified Stock Option" means an option to purchase Shares that is not intended to be an Incentive Stock Option.

2.20 "Option" means a Nonqualified Stock Option.

2.21 "Participant" means an Employee who receives an outstanding Award.

2.22 "Period of Restriction" means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. As provided in Section 6, such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Committee.

2.23 "Plan" means the Support.com, Inc. Inducement Award Plan, as set forth in this instrument and as hereafter amended from time to time.

2.24 "Restricted Stock" means an Award granted to a Participant pursuant to Section 6.

2.25 "Restricted Stock Unit" or "RSU" means an Award granted to a Participant pursuant to Section 7.

2.26 "Retirement" means, in the case of a Non-Employee Director or an Employee a Termination of Service occurring in accordance with a policy or policies established by the Company from time to time, provided, however that with respect to a Consultant, no Termination of Service shall be deemed to be on account of "Retirement."

2.27 "Rule 16b-3" means Rule 16b-3 promulgated under the 1934 Act, and any future regulation amending, supplementing or superseding such regulation.

2.28 "Section 16 Person" means a person who, with respect to the Shares, is subject to Section 16 of the 1934 Act.

2.29 "Shares" means the shares of common stock of the Company, par value $0.0001 per share.

2.30 "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the Company as the corporation at the top of the chain, but only if each of the corporations below the Company (other than the last corporation in the unbroken chain) then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

2.31 "Tax Obligations" means income tax and social insurance contribution, payroll tax, payment on account, or other tax-related withholding obligations and requirements in connection with the Awards, including, without limitation, (a) all federal, national, state, foreign and local taxes (including the Participant's FICA obligation) that are required to be withheld by the Company or the employing Affiliate or Subsidiary, (b) the Participant's and, to the extent required by the Company (or the employing Affiliate or Subsidiary), the Company's (or the employing Affiliate or Subsidiary's) fringe benefit tax liability, if any, associated with the grant, vesting, exercise or sale of Shares, and (c) any other Company (or employing Affiliate or Subsidiary) taxes the responsibility for which the Participant has agreed to bear with respect to such Award (including the exercise thereof or issuance of Shares thereunder).

2.32 "Termination of Service" means (a) in the case of an Employee, a cessation of the employee-employer relationship between the Employee and the Company or a Subsidiary or Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, Retirement, or the disaffiliation of a Subsidiary, but excluding any such termination where there is a simultaneous reemployment by the Company or a Subsidiary or Affiliate; (b) in the case of a Consultant, a cessation of the service relationship between the Consultant and the Company or a Subsidiary or Affiliate for any reason, including, but not by way of limitation, a termination by resignation, discharge, death, Disability, or the disaffiliation of a Subsidiary or Affiliate, but excluding any such termination where there is a simultaneous re-engagement of the consultant by the Company or a Subsidiary or Affiliate; and (c) in the case of a Non-Employee Director, a cessation of the Director's service on the Board for any reason, including, but not by way of limitation, a termination by resignation, death, Disability, Retirement or non-reelection to the Board. For the purpose of administering the Plan, Termination of Service shall be deemed to occur when an Employee is no longer actively employed by the Company or a Subsidiary or Affiliate and will not be extended by any notice of termination period or leave period if the Employee is not actively rendering services during said period.

SECTION 3 ADMINISTRATION

3.1 The Committee . The Plan shall be administered by the Committee.

3.2 Authority of the Committee . It shall be the duty of the Committee to administer the Plan in accordance with the Plan's provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which Employees shall be granted Awards, (b) prescribe the terms and conditions of the Awards, (c) interpret the Plan and the Awards, (d) adopt such procedures and subplans as are necessary or appropriate to permit participation in the Plan by Employees who are foreign nationals or employed outside of the United States, (e) adopt rules and guidelines for the administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke any such rules and guidelines. Notwithstanding the preceding, the Committee shall not implement an Exchange Program without the approval of the holders of a majority of the Shares that are present in person or by proxy and entitled to vote at any Annual or Special Meeting of Stockholders of the Company.

3.3 Delegation by the Committee . The Committee, on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or officers of the Company. The Committee may delegate its authority and power under the Plan to one or more officers of the Company, subject to guidelines prescribed by the Committee, but only with respect to Participants who are not Section 16 Persons.

3.4 Decisions Binding . All determinations and decisions made by the Committee, the Board, and any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

3.5 Restrictions and Legends . The Committee may impose such restrictions on any Shares delivered pursuant to the Plan as it may deem advisable, including, but not limited to, restrictions on transfer or restrictions related to applicable federal securities laws, the requirements of any national securities exchange or system upon which Shares are then listed or traded, or any blue sky or state securities laws.

SECTION 4 SHARES SUBJECT TO THE PLAN

4.1 Number of Shares . Subject to adjustment as provided in Section 4.3, the total number of Shares available for issuance under the Plan shall not exceed two million (2,000,000) Shares. Each Share issued pursuant to an award other than Options shall reduce the aggregate Plan limit by 1.6 shares. For the avoidance of doubt, such amounts do not include shares used in payment of the exercise price or shares used to satisfy tax withholding.

4.2 Lapsed Awards . If an Award is settled in cash, or is cancelled, terminates, expires, or lapses for any reason, any Shares subject to such Award again shall be available to be the subject of an Award or award under the Plan. Shares withheld in satisfaction of Tax Obligations pursuant to Section 10.2 as well as the Shares that represent payment of the Exercise Price shall cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award shall to the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment shall not result in a reduction of the number of Shares available for issuance under the Plan.

4.3 Adjustment . The Committee shall make or provide for such adjustments (including acceleration) in the numbers of Shares covered by outstanding Options, Restricted Stock Units and, if applicable, in the number of Shares covered by other awards granted hereunder and in the Exercise Price as the Committee, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split- off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a Change of Control, the Committee, in its discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and may require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each Option with an Exercise Price greater than the consideration offered in connection with any such transaction or event or Change of Control, the Committee may in its sole discretion elect to cancel such Option without any payment to the person holding such Option. The Committee shall also make or provide for such adjustments in the numbers of Shares specified in Section 4.1 as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section.

SECTION 5 STOCK OPTIONS

5.1 Grant of Options . An Option represents the right to purchase a Share at an Exercise Price. Subject to the terms and provisions of the Plan, Options may be granted to Employees at any time and from time to time as determined by the Committee; provided, however that an Employee may only qualify to be granted an Option so long as: (i) the Employee was not previously an Employee or Director, or the Employee is returning to employment of the Company following a bona-fide period of non-employment; and (ii) the grant of an Award is an inducement material to the Employee’s entering into employment with the Company.

5.2 Award Agreement . All Options shall be evidenced by an Award Agreement that shall specify the Exercise Price, the date on which the Options will become exercisable, the expiration date of the Options, the number of Shares, any conditions to exercise the Options, and such other terms and conditions as the Committee shall determine.

5.3 Exercise Price .

5.3.1 Nonqualified Stock Options. The Exercise Price shall be determined by the Committee, but shall be not less than one hundred percent (100%) of the Fair Market Value on the Grant Date.

5.4 Expiration of Options .

5.4.1 Expiration Dates. Each Option shall terminate no later than the first to occur of the following events:

(a) The date for termination of the Option set forth in the written Award Agreement; or

(b) The expiration of ten (10) years from the Grant Date.

5.4.2 Death of Participant. Notwithstanding Section 5.4.1, if a Participant dies prior to the expiration of his or her Options, the Committee may provide that his or her Options shall be exercisable for up to twelve (12) months after the date of death.

5.4.3 Committee Discretion. Subject to the limits of Sections 5.4.1 and 5.4.2, the Committee (a) shall provide in each Award Agreement when each Option expires and becomes unexercisable, and (b) may, after an Option is granted, extend the maximum term of the Option.

5.5 Exercisability of Options . Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine. After an Option is granted, the Committee may accelerate the exercisability of the Option.

5.6 Payment . Options shall be exercised by the Participant giving notice and following such procedures as the Company (or its designee) may specify from time to time. Exercise of an Option also requires that the Participant make arrangements satisfactory to the Company for full payment of the Exercise Price for the Shares. All exercise notices shall be given in the form and manner specified by the Company from time to time.

The Exercise Price shall be payable to the Company in full (a) in cash or its equivalent, or (b) subject to the terms of the applicable Award Agreement, by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, or (c) by any other means which the Committee determines to both provide legal consideration for the Shares and set forth in the applicable Award Agreement, and to be consistent with the purposes of the Plan.

SECTION 6 RESTRICTED STOCK

6.1 Grant of Restricted Stock . Restricted Stock are Shares that are awarded to a Participant and that during the Restricted Period are forfeitable to the Company upon such conditions as set forth in the applicable Award Agreement. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Employees as the Committee shall determine; provided, however that an Employee may only qualify to be granted Shares of Restricted Stock so long as: (i) the Employee was not previously an Employee or Director, or the Employee is returning to employment of the Company following a bona-fide period of non-employment; and (ii) the grant of an Award is an inducement material to the Employee’s entering into employment with the Company.

6.2 Restricted Stock Agreement . Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Committee shall determine. After an Award of Restricted Stock has been made, the Committee may waive all or any part of the applicable Period of Restriction.

6.3 Other Restrictions . The Committee may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate, in accordance with this Section 6.3.

6.3.1 General Restrictions. The Committee may set restrictions based upon continued employment or service with the Company and its Subsidiaries, the achievement of specific performance objectives (Company-wide, departmental, or individual), applicable federal or state securities laws, or any other basis determined by the Committee.

6.4 Voting Rights . During the Period of Restriction, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Committee determines otherwise.

6.5 Dividends and Other Distributions . During the Period of Restriction, Participants holding Shares of Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. Any such dividends or distribution shall be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid, unless otherwise provided in the Award Agreement. The Company may require such dividends or other distributions be deposited with the Company until such time as the restrictions on transferability of the corresponding Shares of Restricted Stock lapse.

SECTION 7 RESTRICTED STOCK UNITS

7.1 Grant of RSUs . Restricted Stock Units represent the right to receive Shares, cash, or both (as determined by the Committee) upon satisfaction of such conditions as set forth in the applicable Award agreement. Restricted Stock Units may be granted to Employees as shall be determined by the Committee; provided, however that an Employee may only qualify to be granted Restricted Stock Units so long as: (i) the Employee was not previously an Employee or Director, or the Employee is returning to employment of the Company following a bona-fide period of non-employment; and (ii) the grant of an Award is an inducement material to the Employee’s entering into employment with the Company.

7.2 RSU Agreement . Each Award of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify any vesting conditions and/or performance objectives, the number of Restricted Stock Units granted, and such other terms and conditions as the Committee shall determine. After an Award of Restricted Stock Units has been granted, the Committee may waive any vesting or performance conditions. Except as provided in the applicable Award agreement, a Participant shall have with respect to such Restricted Stock Units none of the rights of a holder of Shares unless and until Shares are actually delivered in satisfaction of such Restricted Stock Units.

SECTION 8 GENERAL PROVISIONS

8.1 Deferrals . The Committee may permit a Participant to defer receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award. Any such deferral elections shall be subject to such rules and procedures as shall be determined by the Committee.

8.2 No Effect on Employment or Service . Nothing in the Plan shall interfere with or limit in any way the right of the Company or a Subsidiary to terminate any Participant's employment or service at any time, with or without cause, subject to compliance with local law. For purposes of the Plan, transfer of employment of a Participant between the Company and any one of its Subsidiaries (or between Subsidiaries) shall not be deemed a Termination of Service.

8.3 Participation . No Employee or Consultant shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

8.4 Successors . All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company.

8.5 Beneficiary Designations . If permitted by the Committee, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant's death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant's estate.

8.6 Limited Transferability of Awards . No Award granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will, by the laws of descent and distribution, to a Participant's spouse, former spouse or dependent pursuant to a court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights or to the limited extent provided in this Section 8.6. All rights with respect to an Award granted to a Participant shall be available during his or her lifetime only to the Participant. Notwithstanding the foregoing, the Participant may, in a manner specified by the Committee, if the Committee so permits, transfer an Award by bona fide gift and not for any consideration, to (i) a member or members of the Participant's immediate family, (ii) a trust established for the exclusive benefit of the Participant and/or member(s) of the Participant's immediate family, (iii) a partnership, limited liability company or other entity whose only partners or members are the Participant and/or member(s) of the Participant's immediate family, or (iv) a foundation in which the Participant and/or member(s) of the Participant's immediate family control the management of the foundation's assets. Any such transfer shall be made in accordance with such procedures as the Committee may specify from time to time.

8.7 No Rights as Stockholder . Except to the limited extent provided in Sections 6.4 and 6.5, no Participant (nor any beneficiary) shall have any of the rights or privileges of a stockholder of the Company with respect to any Shares issuable pursuant to an Award (or exercise thereof), unless and until certificates representing such Shares shall have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant (or beneficiary).

8.8 Leaves of Absence . Unless otherwise expressly determined by the Committee or required by applicable law, vesting of Awards and/or any Shares issuable pursuant to an Award (or exercise thereof), will be treated as follows during a leave of absence of a Participant:

8.8.1 Statutory Leave of Absence. Vesting credit will continue during a leave of absence if the leave satisfies each of the following requirements: (a) the leave is approved by the Company, (b) the leave is mandated by applicable law, and (c) the Participant takes the leave in accordance with such law and complies with applicable Company leave policies (a leave meeting all such requirements being a "Statutory Leave of Absence").

8.8.2 Approved Personal Leave of Absence. Vesting credit will not continue (and instead will be tolled or suspended) during any leave of absence that is not a Statutory Leave of Absence (a "Personal Leave of Absence"). For purposes of clarification, a Participant will not be considered to have incurred a Termination of Service during any Company-approved Personal Leave of Absence so long as the Participant complies with applicable law and applicable Company leave policies.

SECTION 9 AMENDMENT, TERMINATION, AND DURATION

9.1 Amendment, Suspension, or Termination . The Board may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. The amendment, suspension, or termination of the Plan shall not, without the consent of the Participant, alter or impair any rights or obligations under any Award theretofore granted to such Participant. No Award may be granted during any period of suspension or after termination of the Plan.

9.2 Duration of the Plan . The Plan shall be effective as of the Effective Date, and, subject to Section 9.1, shall remain in effect until the 10-year anniversary of the Effective Date.

SECTION 10 TAX WITHHOLDING

10.1 Withholding Requirements . Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, national, foreign, state, and local taxes (including the Participant's FICA, income tax, national insurance, social insurance, payment on account, payroll taxes or other tax-related withholding or similar insurance or tax obligations) required to be withheld with respect to such Award (or exercise thereof).

10.2 Withholding Arrangements . The Committee, pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy his or her Tax Obligations, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares, or (b) delivering to the Company already-owned Shares having a Fair Market Value equal to the amount required to be withheld or remitted. The amount of the Tax Obligations shall be deemed to include any amount which the Committee agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant or the Company, as applicable, or, if applicable, the required minimum rate, with respect to the Award on the date that the amount of tax or social insurance liability to be withheld or remitted is to be determined. The Fair Market Value of the Shares to be withheld or delivered shall be determined as of the date that the Tax Obligations are required to be withheld or remitted, or by any other procedures set forth in the applicable Award Agreement.

SECTION 11 LEGAL CONSTRUCTION

11.1 Gender and Number . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.

11.2 Severability . In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

11.3 Requirements of Law . The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

11.4 Securities Law Compliance . With respect to Section 16 Persons, transactions under this Plan are intended to qualify for the exemption provided by Rule 16b-3. To the extent any provision of the Plan, Award Agreement or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable or appropriate by the Committee.

11.5 Code Section 409A . Unless otherwise specifically determined by the Committee, the Committee shall comply with Code Section 409A in establishing the rules and procedures applicable to deferrals in accordance with Section 8.1 and taking or permitting such other actions under the terms of the Plan that otherwise would result in a deferral of compensation subject to Code Section 409A.

11.6 Governing Law . The Plan and all Award Agreements shall be construed in accordance with and governed by the laws of the State of Delaware (with the exception of its conflict of laws provisions).

11.7 Captions . Captions are provided herein for convenience only, and shall not serve as a basis for interpretation or construction of the Plan.

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

May 19, 2014 Date of report (Date of earliest event reported)

SUPPORT.COM, INC. (Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation)	000-30901 (Commission File No.)	94-3282005 (I.R.S. Employer Identification No.)
	900 Chesapeake Drive, Second Floor, Redwood City, CA 94063 (Address of Principal Executive Offices) (Zip Code)

	(650) 556-9440 (Registrant’s telephone number, including area code)

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

		SUPPORT.COM, INC.

	By:	/ s/ Gregory J. Wrenn
	Name:	Gregory J. Wrenn
	Title:	SVP Business Affairs, General Counsel & Secretary

Exhibit No.		Description
10.1		Employment Offer Letter between Elizabeth Cholawsky and Support.com, Inc., dated May 8, 2014
10.2		Support.com, Inc. 2014 Inducement Award Plan
99.1		Press Release of the Company, dated May 19, 2014