Attached files
file | filename |
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EX-32.1 - EX-32.1 - Synacor, Inc. | sync-ex321_9.htm |
EX-31.2 - EX-31.2 - Synacor, Inc. | sync-ex312_8.htm |
EX-31.1 - EX-31.1 - Synacor, Inc. | sync-ex311_11.htm |
EX-23.1 - EX-23.1 - Synacor, Inc. | sync-ex231_10.htm |
EX-21.1 - EX-21.1 - Synacor, Inc. | sync-ex211_13.htm |
EX-10.16.3 - EX-10.16.3 - Synacor, Inc. | sync-ex10163_815.htm |
EX-10.9.9 - EX-10.9.9 - Synacor, Inc. | sync-ex1099_617.htm |
EX-10.6.9 - EX-10.6.9 - Synacor, Inc. | sync-ex1069_814.htm |
EX-10.3.7 - EX-10.3.7 - Synacor, Inc. | sync-ex1037_813.htm |
EX-10.2.13 - EX-10.2.13 - Synacor, Inc. | sync-ex10213_1039.htm |
EX-2.1 - EX-2.1 - Synacor, Inc. | sync-ex21_583.htm |
10-K - 10-K - Synacor, Inc. | sync-10k_20161231.htm |
Exhibit 10.3.8
Synacor, Inc.
2012 Equity Incentive Plan
Notice of Stock Option Grant
(Early Exercise)
You have been granted the following option to purchase shares of the common stock of Synacor, Inc. (the “Company”):
Name of Optionee:William Stuart
Total Number of Shares:<<NumberShares>>
Type of Option:Nonstatutory Stock Option (NSO)
Exercise Price per Share:<<SharePrice>>
Date of Grant:<<GrantDate>>
Vesting Commencement Date:<<VestDate>>
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Date Exercisable: |
This option may be exercised at any time after the Date of Grant for all or any part of the Shares subject to this option. |
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Vesting Schedule: |
This option vests with respect to the first <<CliffPercent>> of the shares subject to this option when you complete <<CliffPeriod>> months of continuous “Service” (as defined in the Plan) from the Vesting Commencement Date. Thereafter, this option vests with respect to an additional <<Percent>> of the shares subject to this option when you complete each additional month of continuous Service. In addition, if there is a Change of Control of the Company and (a) the acquirer or successor entity does not assume this option in full, (b) your compensation is reduced below your rate of compensation as of immediately prior to such Change of Control, or (c) there is a material reduction in your duties and responsibilities as a result of or within 12 months following such Change of Control, then 100% of the shares subject to the option shall vest. |
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Change of Control shall have the same meaning as set forth in the employment offer letter between you and the Company dated as of August 2, 2011. |
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Expiration Date: |
<<ExpDate>>. This option expires earlier if your Service terminates earlier, as described in the Stock Option Agreement, and may terminate earlier in connection with certain corporate transactions as described in Article 9 of the Plan. |
You and the Company agree that this option is granted under and governed by the terms and conditions of the Company’s 2012 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement, both of which are attached to, and made a part of, this document.
You further agree to accept by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it will notify you by email.
You further agree to comply with the Company’s Insider Trading Policy when selling shares of the Company’s common stock.
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OptioneeSynacor, Inc.
By:
Name: William J. StuartHimesh Bhise
Chief Executive Officer
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Synacor, Inc.
2012 Equity Incentive Plan
Stock Option Agreement
Grant of Option |
Subject to all of the terms and conditions set forth in the Notice of Stock Option Grant, this Stock Option Agreement (the “Agreement”) and the Plan, the Company has granted you an option to purchase up to the total number of shares specified in the Notice of Stock Option Grant at the exercise price indicated in the Notice of Stock Option Grant. All capitalized terms used in this Agreement shall have the meanings assigned in this Agreement, the Notice of Stock Option Grant or the Plan. |
Tax Treatment |
This option is intended to be an incentive stock option under Section 422 of the Code or a nonstatutory stock option, as provided in the Notice of Stock Option Grant. However, even if this option is designated as an incentive stock option in the Notice of Stock Option Grant, it shall be deemed to be a nonstatutory stock option to the extent it does not qualify as an incentive stock option under federal tax law, including under the $100,000 annual limitation under Section 422(d) of the Code. |
Exercisability |
This option is immediately exercisable with respect to all or any part of the option (however, this option may not be exercised for fractional shares), as set forth in the Notice of Stock Option Grant. |
Vesting |
This option vests in accordance with the vesting schedule set forth in the Notice of Stock Option Grant. In no event will this option vest for additional shares after your Service has terminated for any reason. |
Term |
This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant. (This option will expire earlier if your Service terminates, as described below, and this option may be terminated earlier as provided in Article 9 of the Plan.) |
Termination of Service |
If your Service terminates for any reason, this option will expire immediately to the extent the option is unvested as of your termination date and does not vest as a result of your termination of Service. The Company determines when your Service terminates for this purpose. |
Regular Termination |
If your Service terminates for any reason except death or total and permanent disability, then this option, to the extent vested as of your termination date, will expire at the close of business at Company headquarters on the date three months after your termination date. |
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If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death. |
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Disability |
If your Service terminates because of your total and permanent disability, then this option will expire at the close of business at Company headquarters on the date 12 months after your termination date. For all purposes under this Agreement, “total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year. |
Leaves of Absence and Part-Time Work |
For purposes of this option, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy, or the terms of your leave. However, your Service terminates when the approved leave ends, unless you immediately return to active work; provided that, if reemployment upon expiration of the approved leave is not guaranteed by statute or contract, then any incentive stock option shall cease to be treated as such and shall instead be treated as a nonstatutory stock option beginning six months following the first day of such leave. If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant may be adjusted in accordance with the Company’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Company may adjust the vesting schedule so that the rate of vesting is commensurate with your reduced work schedule. |
Restrictions on Exercise |
The Company will not permit you to exercise this option if the issuance of shares at that time would violate any law or regulation. |
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Prior to your death, only you may exercise this option. You cannot transfer or assign this option. For instance, you may not sell this option or use it as security for a loan. If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or by means of a written beneficiary designation; provided that your beneficiary or a representative of your estate acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary or the estate were you. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option in any other way. |
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By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan.
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