REDWOOD CITY, Calif. – May 20, 2014 – Support.com, Inc. (SPRT), a leading provider of cloud software and services for technology support, today announced that its Compensation Committee of the Board of Directors adopted a 2014 Inducement Award Plan (the “Plan”), effective May 16, 2014. The Plan reserves 2,000,000 shares of common stock, subject to adjustment in the Company’s common stock or the Company’s capital structure, solely for the granting of inducement stock options, restricted stock units and other awards. The Plan was adopted by the Board of Directors in accordance with NASDAQ Rule 5635(c)(4).
Under the Plan, the Company has granted the following equity awards as of May 16, 2014 (the “Grant Date”) to Elizabeth Cholawsky in connection with her previously announced appointment as President and CEO of the Company:
(i) an award of restricted stock units in the amount of 218,752 shares of Company common stock vesting over four years from the Grant Date in equal annual vesting tranches with 25% becoming vested on each of the first four anniversaries of the Grant Date, subject to continuous service; and
(ii) an award of performance-based stock options to purchase 750,000 shares of the Company’s common stock that will vest over four 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 (“FMV”) as defined in the Plan 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. The following performance targets and conditions 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 $4.00 for 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 $6.25 for 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 $9.75 for 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 the Performance-Based Options.
Support.com, Inc. (SPRT) is a leading provider of cloud-based software and services that enable technology support for a connected world. Our premium technology support programs help leading brands create new revenue streams and deepen customer relationships. Our cloud-based Nexus(R) Service Platform enables companies to resolve connected technology issues quickly, boost their support productivity, and dramatically improve their customer experience. Support.com is the choice of leading communications providers including 3 of the top 5 cable companies in North America, top retailers, and other leading brands in software and connected technology. For more information, please visit us at: corporate.support.com.
Copyright (C) 2014 Support.com, Inc. All rights reserved. Support.com and Nexus are trademarks or registered trademarks of Support.com, Inc. in the United States and other countries.
Safe Harbor Statement
This release contains “forward-looking statements” as defined under the U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbors created by such laws. Forward-looking statements include, for example, all statements relating to expected financial performance; the plans and objectives of management for future operations, customer relationships, products, services or investments; personnel matters; and future performance in economic and other terms. Such forward-looking statements are based on current expectations that involve a number of uncertainties and risks that may cause actual events or results to differ materially including, among others, our ability to successfully develop support products beyond those for personal computers and home networks, our ability retain and grow existing programs, our ability to expand our customer base, our ability to market and sell our Nexus service platform on a SaaS basis, our ability to successfully develop new products and services, our ability to maintain and grow revenue from new programs, our ability to manage our workforce effectively, our ability to retain key personnel, and our ability to control expenses and achieve desired margins. These and other risks may be detailed from time to time in Support.com’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, its latest Annual Report on Form 10-K and its latest Quarterly Report on Form 10-Q, copies of which may be obtained from www.sec.gov. Support.com assumes no obligation to update its forward-looking statements.
Mary Ellen Ynes
Carolyn Bass and Jacob Moelter
Market Street Partners