Michael I. Kovach

Dear Michael:

On behalf of LivePerson, Inc. (the “Company”) I am pleased to provide you with the following terms and conditions regarding your employment with the Company:

The Severance Payments shall be paid or commence, as applicable, on the first payroll period after the Separation Agreement becomes binding, but no earlier than 30 days following your date of termination; provided, however, that if the 60th day following your date of termination occurs in the calendar year following your termination, then the severance pay shall commence no earlier than January 1 of such subsequent calendar year (the “Payment Commencement Date”). All Severance Payments shall be subject to the terms and conditions set forth in Paragraph 13 below.

For purposes hereof, “Cause” shall mean a determination by the Company (which determination shall not be arbitrary or capricious) that: (i) you materially failed to perform your specified or fundamental duties to the Company or any of its subsidiaries, (ii) you were convicted of, or pled nolo contendere to, a felony (regardless of the nature of the felony), or any other crime involving dishonesty, fraud, or moral turpitude, (iii) you engaged in or acted with gross negligence or willful misconduct (including but not limited to acts of fraud, criminal activity or professional misconduct) in connection with the performance of your duties and responsibilities to the Company or any of its subsidiaries, (iv) you failed to substantially comply with the rules and policies of the Company or any of its subsidiaries governing employee conduct or with the lawful directives of the Board of Directors, or (v) you breached any non-disclosure, non- solicitation or other restrictive covenant obligation to the Company or any of its subsidiaries.

The Change of Control Benefits shall be paid or commence, as applicable, on the Payment Commencement Date. All Change of Control Benefits shall be subject to the terms and conditions set forth in Paragraph 13 below.

For purposes hereof, “Change of Control” shall be defined as, and limited to: any transaction or group of related transactions following which the holders (or persons or entities that directly or indirectly control, are controlled by, or are under common control with, the holders) of the Company’s voting power immediately prior to such transaction(s) no longer hold securities having the voting power necessary to elect a majority of the board of directors of the surviving entity or entities.

For purposes hereof, the term “Good Reason” shall mean one or more of the following conditions arising without your consent: (i) a material reduction in your base salary, other than as part of an across-the-board reduction applicable to other similarly situated employees; (ii) a material diminution in your duties and responsibilities; or (iii) a relocation of the Company’s principal office to a location more than 50 miles from its location on the date hereof (or from such other location to which you have consented after the date hereof). To be entitled to terminate your employment for Good Reason, you must (i) provide written notice to the Company of the event or change you consider constitutes “Good Reason” within 30 calendar days following its occurrence, (ii) provide the Company with a period of at least 30 calendar days to cure the event or change, and (iii) if the Good Reason persists following the cure period, actually resign by written resignation letter within 90 calendar days following the event or change.

(i)     Your unpaid base salary through the date of your termination of employment, payable on the regular payday immediately following such termination date; and

(ii)     To the extent you are eligible and it has not already been paid, the Annual Discretionary Bonus you would have received for the prior fiscal year had you remained employed by the Company on the date such bonus was distributed, payable in a lump sum 60 days following your termination of employment due to death or Disability, and subject to the terms and conditions set forth in paragraph 13; and

(iii)     To the extent you were eligible to receive an Annual Discretionary Bonus for the fiscal year in which your employment is terminated due to death or Disability, a bonus for such year equal to a pro-rated amount of the Annual Discretionary Bonus you earned the prior fiscal year based on the number of days you worked during the fiscal year of your termination, or such other bonus amount as may be determined by the Board of Directors. Any such bonus shall be payable in a lump sum 60 days following your termination of employment due to death or Disability, subject to the terms and conditions set forth in paragraph 13.

For purposes hereof, “Disability” shall be defined as your inability to perform your job duties by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent required prior to the commencement of such disability for periods aggregating to 180 days or more, whether or not continuous, within any continuous period of two (2) years.

Similarly, other than as set forth in Paragraphs 7, 8 and 9 above, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company. Notwithstanding the foregoing, following your termination of employment with the Company you will be reimbursed for all reimbursable expenses reasonably incurred in the course of your work for the Company and documented in accordance with the Company’s then current expense reimbursement polices and practices. Any such reimbursements shall be subject to Paragraph 13(e) below.

If this letter correctly sets forth the terms of your continued employment with the Company, please sign the enclosed duplicate of this letter in the space provided below and return it to me. This letter will take effect as of November 6, 2009.

The foregoing correctly sets forth the terms of my continued at-will employment with LivePerson, Inc. I am not relying on any representations other than those set forth above.