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
 
November 20, 2015
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 Dr., 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)
 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 


Item 1.01.  Entry into a Material Definitive Agreement

Previously, Support.com, Inc. (the “ Company ”) and Comcast Cable Communications Management, LLC. (“ Comcast ”) entered into a Master Services Agreement, Call Handling Services, effective October 1, 2013 (the “ Agreement ”), attached to which are: (i) Statement of Work #1, effective October 1, 2013 (“ SOW#1 ”), covering the Company’s provision of certain sales and customer support services to customers of Comcast high speed Internet and wireless gateway offerings; and (ii) Statement of Work #3, effective March 21, 2014 (“ SOW#3 ”), covering the Company’s provision of certain sales and customer support services for Comcast’s home security and control offerings to actual and prospective Comcast customers.   The foregoing descriptions and references to SOW#1 and SOW#3 are qualified in their entirety by reference to the previously disclosed documents, which are incorporated by reference herein.

On November 20, 2015, the Company received fully executed copies of (i) “Change Management Form #6 to SOW#1” (“ CMF#6/SOW#1 ”) and “Change Management Form #7 to SOW#3” (“ CMF#7/SOW#3 ”), both of which are between the Company and Comcast and modify the service level targets previously set forth in Exhibit A to SOW#1 and SOW#3, respectively, in order to delete, revise and/or establish previous key performance indicators (“ KPIs ”) that would be measured and, in some cases depending on the actual monthly performance of such KPIs, have financial bonuses and credits applied for such performance.

The foregoing descriptions and references to CMF#6/SOW#1 and CMF#7/SOW#3 are qualified in their entirety by reference to the actual documents, which are attached as exhibits hereto and are incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Change Management Form #6 to Statement of Work #1, between Comcast and Company, signed November 18, 2015.*

10.2 Change Management Form #7 to Statement of Work #3, between Comcast and Company, signed November 18, 2015.*

*Portions of the Exhibit have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended .
 

 
 
- 2 -
 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2015

 
SUPPORT.COM, INC.
 
       
 
By:
/s/ Michelle Johnson
 
 
Name:
Michelle Johnson
 
 
Title:
VP, General Counsel & Secretary
 
 

 
 
- 3 -
 
 
 
EXHIBIT INDEX

Exhibit Number
 
Description
 
     
10.1
 
Change Management Form #6 to Statement of Work #1, between Comcast and Company, signed November 18, 2015.*
10.2
 
Change Management Form #7 to Statement of Work #3, between Comcast and Company, signed November 18, 2015.*
*Portions of the Exhibit have been omitted pursuant to a request for confidential treatment pursuant to Rule   24b-2   of the Securities Exchange Act of 1934, as amended.

 
 
- 4 -
EXHIBIT 10.1
 
CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. THE OMITTED PORTIONS HAVE BEEN REPLACED WITH “[***].”
 
Change Management Form #6
to Statement of Work #1

Statements of Work (“SOW”):
Support.com, Inc. (“Vendor”) Wireless Gateway, SOW #1 dated October 1, 2015 (“SOW #1”)
PCR No.:
Originator:   Joy Park
Date: August 20, 2015
Department: NCO
Phone #: [***]
Title: Vice President
Locations Impacted: Work From Home Agents
Requested Implementation Date: 3/22/2015
Estimated Hours: (LOE)
X Billable          o Non-Billable
Billing Rate/Hour: See below
Fixed Fee Cost (if applicable) – N/A
Type of Change: Comcast and Vendor agree to revise SOW #1 as set forth in more detail below.  Unless specifically provided in this Change Management Form, all other terms of SOW #1 remain unchanged.
Scope of Change:
T Minor (Anything within current contract)
o Major (may require contract amendment)
MUST BE REVIEWED BY Business and/or P&L Owner
Area(s) of Change
      Accounting/Payroll
     Network
     Data Processing
     Resource Planning
     General Facilities
     Quality Assurance
     Human Resources
     Telecom
     IT/BI
     Training
     Operations
     Recruiting
  X  Other:  Pay for Performance
The parties for good and valuable consideration, the receipt of which is hereby acknowledged, hereby agree to modify SOW #1 as follows:

1.  
Exhibit A of SOW#1 is deleted in its entirety and is replaced with Exhibit A attached to this CMF.
 
Comcast Authorization
Comcast Representative’s Signature                                                                 /s/ Joy Park


Print Name Joy Park     Date 11/18/15


Support.com. Inc. Authorization
Support.com, Inc. Representative’s Signature /s/ Roop K. Lakkaraju


Print Name Roop K. Lakkaraju                                                          Date 10/27/15
 
*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***
 
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. THE OMITTED PORTIONS HAVE BEEN REPLACED WITH “[***].”
 
EXHIBIT A
Service Level Targets for Wireless Gateway

 
a.
Line Adherence: Vendor is required to meet a staffing target that is equal to a minimum of [***] of the interval requirements.  The fiscal month will be considered met if Vendor meets a minimum of [***] of the [***] intervals at the [***] interval requirement.  The intervals start on each hour and at the half of each hour adjusted for Comcast requested training (additional training). 
 
The below bonus applies on a fiscal calendar month, which is measured by total non-missed intervals divided by total number of operational intervals in a fiscal month:  
 

Line Adherence
Bonus Rate
[***]
[***]


b.             VOC: Vendor shall meet the Service Level Target for Voice of Customer (“VOC”).  VOC is measured by the Comcast customer’s scoring related to their satisfaction with the last CSR that the customer interacted with on the phone.  A third party survey agent conducts the automated survey after the last interaction and the customer’s rating of satisfaction with that CSR is scored and reported out to Vendor and CSR.

The bonus for achievement of the Service Level Target is:

VOC
Bonus Rate
[***]
[***]



c.             Deduplication Tickets Per Call.   Vendor shall meet the Service Level Target for Tickets Per Call (“Deduplication TPC”).  Deduplication TPC is measured by the total amount of Einstein Interactive Troubleshooting Guide (“ITG”) tickets excluding duplicated Einstein ITG tickets divided by total calls handled.

The bonus for achievement of the Service Level Target is:

Tickets
Bonus Rate
[***]
[***]

 
 
d.             Wireless Gateway 7 Day Repeat.   Vendor is required to meet a Service Level Target related to the call back rate of customers within [***] days of the initial repair issue related to Wireless Gateway Services. On a fiscal monthly basis, the customers will be identified by phone number or customer account number or trouble ticket number. Customers who abandon the call prior to interacting with a CSR will be excluded from the final calculation. If the calculation of the Wireless Gateway Repeat Rate Service Level metric is based on tickets, then the Tickets Per Call Service Level metric will need to be met at ninety percent (90%) or above, in order to achieve the Wireless Gateway Repeat Rate Service Level Target.

The bonus for achievement of the Service Level Target is:
Repair Repeat Rate
Bonus Rate
[***]
[***]

e.             Adjusted Bonus Percentages: In the event that Comcast elects to waive a Service Level Target for any fiscal calendar month, Comcast shall notify Vendor of such decision as soon as reasonably practical.  Such notice shall include the adjusted Bonus payout percentages for the remaining metric(s) based on an equal distribution of the Bonus that corresponded to the waived Service Level Target to the remaining Service Level Targets.


f.             AHT Target Credit:   Starting   AHT = [***] . In the event that type of calls handled or if the Services contracted for from Vendor materially change and if such change is expected to continue for more than [***] , Comcast and Vendor shall equitably adjust the AHT based on the mutual agreement of the parties.  New hire CSRs AHT will be excluded from the AHT calculation for the first ninety (90) days of employment, except for CSRs hired as attrition replacements.  If Vendor’s actual AHT for a fiscal month does not exceed the then current starting AHT Target by more than [***] , then no credit shall be due to Comcast.  If Vendor’s actual AHT for a fiscal [***] exceeds the then current starting AHT Target by more than [***] , then a credit shall be issued to Comcast.  For the avoidance of doubt, the calculation of the credit shall be based on the then current starting AHT Target agreed upon between Comcast and Vendor as opposed to any prior AHT Target set forth in the SOW, and shall be determined using the formula set forth below.

[***]
 
*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***
 
 
EXHIBIT 10.2
 
CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. THE OMITTED PORTIONS HAVE BEEN REPLACED WITH “[***].”
 
Change Management Form #7
to Statement of Work #3

Statements of Work (“SOW”):
Support.com, Inc. (“Vendor”) XH Remote Support, SOW #3 dated October 1, 2015 (“SOW #3”)
PCR No.:
Originator:   Joy Park
Date: August 20, 2015
Department: NCO
Phone #: [***]
Title: Vice President
Locations Impacted: Work From Home Agents
Requested Implementation Date: 3/22/2015
Estimated Hours: (LOE)
X Billable          o Non-Billable
Billing Rate/Hour: See below
Fixed Fee Cost (if applicable) – N/A
Type of Change: Comcast and Vendor agree to revise SOW #3 as set forth in more detail below.  Unless specifically provided in this Change Management Form, all other terms of SOW #3 remain unchanged.
Scope of Change:
T Minor (Anything within current contract)
o Major (may require contract amendment)
MUST BE REVIEWED BY Business and/or P&L Owner
Area(s) of Change
     Accounting/Payroll
    Network
    Data Processing
    Resource Planning
    General Facilities
    Quality Assurance
    Human Resources
    Telecom
    IT/BI
    Training
    Operations
    Recruiting
 X  Other:  Pay for Performance
The parties for good and valuable consideration, the receipt of which is hereby acknowledged, hereby agree to modify SOW #3 as follows:

1.  
Exhibit A of SOW #3 is deleted in its entirety and is replaced with Exhibit A attached to this CMF.
 
Comcast Authorization
Comcast Representative’s Signature                                                                 /s/ Joy Park


Print Name Joy Park     Date 11/18/15


Support.com, Inc. Authorization
Support.com, Inc. Representative’s Signature /s/ Roop K. Lakkaraju


Print Name Roop K. Lakkaraju                                                          Date 10/20/15
 
*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***
 
 
 
 
 
 
 
CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. THE OMITTED PORTIONS HAVE BEEN REPLACED WITH “[***].”
 
EXHIBIT A
Service Level Targets for XH Remote Support

 
a.
Line Adherence: Vendor is required to meet a staffing target that is equal to a minimum of [***] of the interval requirements.  The fiscal month will be considered met if Vendor meets a minimum of [***] of the [***] intervals at the [***] interval requirement.  The intervals start on each hour and at the half of each hour adjusted for Comcast requested training (additional training). 
 
The below bonus applies on a fiscal calendar month, which is measured by total non-missed intervals divided by total number of operational intervals in a fiscal month:  
 

Line Adherence
Bonus Rate
[***]
[***]


b.             VOC: Vendor shall meet the Service Level Target for Voice of Customer (“VOC”).  VOC is measured by the Comcast customer’s scoring related to their satisfaction with the last CSR that the customer interacted with on the phone.  A third party survey agent conducts the automated survey after the last interaction and the customer’s rating of satisfaction with that CSR is scored and reported out to Vendor and CSR.

The bonus for achievement of the Service Level Target is:

VOC
Bonus Rate
[***]
[***]

c.             Deduplication Tickets Per Call.   Vendor shall meet the Service Level Target for Tickets Per Call (“Deduplication TPC”).  Deduplication TPC is measured by the total amount of Einstein Interactive Troubleshooting Guide (“ITG”) tickets excluding duplicated Einstein ITG tickets divided by total calls handled.

The bonus for achievement of the Service Level Target is:

Tickets
Bonus Rate
[***]
[***]

d.             X1 and or XH 7 Day Repeat.   Vendor is required to meet a Service Level Target related to the call back rate of customers within [***] of the initial repair issue related to X1 and or XH Services. On a fiscal monthly basis, the customers will be identified by phone number or customer account number or trouble ticket number. Customers who abandon the call prior to interacting with a CSR will be excluded from the final calculation. If the calculation of the X1 and or XH Repeat Rate Service Level metric is based on tickets, then the Tickets Per Call Service Level metric will need to be met [***] or above, in order to achieve the X1 and or XH Repeat Rate Service Level Target.

The bonus for achievement of the Service Level Target is:


Repair Repeat Rate
Bonus Rate
[***]
[***]


e.             Adjusted Bonus Percentages: In the event that Comcast elects to waive a Service Level Target for any fiscal calendar month, Comcast shall notify Vendor of such decision as soon as reasonably practical.  Such notice shall include the adjusted Bonus payout percentages for the remaining metric(s) based on an equal distribution of the Bonus that corresponded to the waived Service Level Target to the remaining Service Level Targets.


f.             AHT Target Credit:   Starting AHT = [***] (excluding any Upsell time, any remote control time, or other call types (for example, calls for IOT devices or calls with the involvement of other vendors).  In the event that type of calls handled or if the Services contracted for from Vendor materially change and if such change is expected to continue for more than [***], Comcast and Vendor shall equitably adjust the AHT based on the mutual agreement of the parties.  New hire CSRs AHT will be excluded from the AHT calculation for the first ninety (90) days of employment, except for CSRs hired as attrition replacements. If Vendor’s actual AHT for a fiscal month does not exceed the then current starting AHT Target by more than [***], then no credit shall be due to Comcast. If Vendor’s actual AHT for a fiscal [***] exceeds the then current starting AHT Target by more than [***], then a credit shall be issued to Comcast. For the avoidance of doubt, the calculation of the credit shall be based on the then current starting AHT Target agreed upon between Comcast and Vendor as opposed to any prior AHT Target set forth in the SOW, and shall be determined using the formula set forth below:

[***]
 
*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***