Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
Effective August 31, 2020, the Board of Directors (the
“Board”) of Support.com, Inc. (the
“Company”) appointed Christine Kowalczyk, age 57, to
serve as Chief Operating Officer of the Company.
Ms.
Kowalczyk previously served as the Chief Operating Officer of
CBRE-FacilitySource, a facility management BPO company from April
2018 to August 2020. Prior to that, Ms. Kowalczyk served as the
Senior Vice President of Connexions Loyalty, a business-to-consumer
customer loyalty company from September 2017 to March 2018. From
March 2015 to September 2017, Ms. Kowalczyk served as the Chief
Customer Officer of Paycor Corporation, a human capital management
SaaS company. From September 2003 to May 2015, Ms. Kowalczyk served
in various management roles for Convergys Corporation, a BPO
provider of multi-channel call center operations and voice of
customer analytics services, including its VP of Program Management
and Global Operations. Ms. Kowalczyk holds a B.S. in Accounting
from Maryville University and is also a Certified Public
Accountant.
There are no arrangements or understandings between Ms. Kowalczyk
and any other persons pursuant to which she was selected as an
officer, and she has no direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Employment Offer Letter
The Company entered into an employment offer letter dated August
27, 2020 (the “Agreement”) with Ms. Kowalczyk. The
Agreement has no specified term, and Ms. Kowalczyk’s
employment with the Company will be on an at-will basis. The
material terms of the Agreement are summarized below.
Base Salary and Bonus. Ms.
Kowalczyk will receive an annual base salary of $250,000, subject
to annual review. She will also be eligible to receive a bonus
under the Company’s Executive Incentive Compensation Plan
with a target amount of thirty percent (30%) of base salary. The
Executive Incentive Compensation Plan has a corporate performance
component and an individual management by objectives (MBO)
component. The Company also agreed to pay a sign-on bonus of
$25,000 in cash, grossed up, payable in the first regular payroll
after Ms. Kowalczyk’s start date. If Ms. Kowalczyk
voluntarily resigns from her position within the first year of her
employment, she will be required to return a pro-rata portion of
the sign-on bonus.
New Hire Equity Grant. Subject
to the terms of a stock option agreement and the Company’s
Third Amended and Restated 2010 Equity and Performance Incentive
Plan, the Company intends to grant Ms. Kowalczyk an option to
purchase 100,000 shares of Company common stock vesting monthly over a one (1) year period
beginning on her employment start date. The exercise price will be
determined at the time of grant by the Board or Compensation
Committee.
Severance Terms. If Ms.
Kowalczyk’s employment with the Company terminates due to
Involuntary Termination, the Company will offer her, in exchange
for a full release, severance benefits equal to three months of Ms.
Kowalczyk’s then current annual base salary, with such
payment being made in equal amounts over the three-month period
following the effectiveness of the release.
Other Benefits. Ms.
Kowalczyk will be eligible to participate in the benefit programs
generally available to employees of the
Company.
The
foregoing description of the Agreement is qualified in its entirety
by reference to the full text of the Agreement, which is
incorporated herein and attached hereto as Exhibit
10.1.
