Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(b) CFO Appointment
ServiceSource International, Inc., (the "Company") has announced that Ashley F. Johnson will be appointed the Chief
Financial Officer of the Company. The appointment will take effect upon the previously announced resignation of David S.
Oppenheimer as Chief Financial Officer, currently expected to occur effective upon the filing of the Company's Form 10-K for 2012, but
no later than March 15, 2013.
Ms. Johnson, age 41, currently serves as the Senior Vice President of Finance of the Company, a position she has held since
September 2010. Prior to joining the Company, Ms. Johnson was a co-founder of GreenAtom LLC, an executive recruitment firm
focused on the cleantech industry, from February 2009. From July 2007 to February 2009, Ms. Johnson was a partner at Continuum
Capital Partners, a private equity firm. Ms. Johnson does not have any family relationship with any of the Company's directors or
executive officers. Ms. Johnson has no direct or indirect material interest in any transaction or proposed transaction required to be
reported under Section 404(a) of Regulation S-K.
In connection with Ms. Johnson's appointment, on February 1, 2013, the Company and Ms. Johnson
entered into an employment agreement (the "Agreement"), which provides that as Chief Financial Officer,
Ms. Johnson will receive an annual base salary of $300,000 and an annual target bonus opportunity of up to 50% of her base
salary. In addition, the Agreement provides that, subject to the approval of the Compensation Committee of the Company's Board of
Directors, Ms. Johnson will receive an award of stock options to purchase 150,000 shares of the Company's common stock
and an award of 20,000 restricted stock units covering shares of the Company's common stock. The options will be scheduled to vest
as to 25% of the shares on the first anniversary of the date Ms. Johnson becomes Chief Financial Officer and thereafter, in
ratable monthly installments for 36 months. The restricted stock units are scheduled to vest in four equal installments on the first four
anniversaries of the date Ms. Johnson becomes Chief Financial Officer. Vesting of the awards is subject to
Ms. Johnson's continued service with the Company through each relevant date.
In the event that Ms. Johnson's employment is terminated by the Company without cause (as such term is defined in the
Agreement), Ms. Johnson will be entitled to receive a lump sum severance payment in an amount equal to six months of her
then-current annual base salary and monthly payments of $3,000 for up to six months in lieu of any Company-subsidized COBRA
coverage. Additionally, if, upon or following the Company's change of control (as such term is defined in the Agreement),
Ms. Johnson's employment is terminated without cause or she resigns for good reason (as such term is defined in the
Agreement), all of her then-outstanding equity awards will become fully vested. In order to receive any of the severance benefits under
the Agreement, Ms. Johnson will be required to execute a release of claims in favor of the Company. The Agreement also
includes a non-solicitation covenant in favor of the Company for a period of one year following Ms. Johnson's termination of
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 6, 2013