CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF SYNCHRONOSS TECHNOLOGIES, INC.
AMENDED AND RESTATEDa Delaware corporation
2015 EQUITY INCENTIVE PLAN
ARTICLE 1. INTRODUCTION.(Pursuant to Section 242 and 245 of
The AmendedDelaware General Corporation Law)
Synchronoss Technologies, Inc. (the “Corporation”), a corporation organized and Restated Planexisting under and by virtue of the provisions of the Delaware General Corporation Law (the “DGCL”),
DOES HEREBY CERTIFY:
FIRST: That the name of this corporation is Synchronoss Technologies, Inc. and that this corporation was originally incorporated pursuant to the DGCL on September 19, 2000 under the name Synchronoss Technologies, Inc.
SECOND: That a resolution was duly adopted on November 2, 2023, by the Board on April 12, 2022, and will become effective immediately upon its approval by the Company’s stockholders. The purposeof Directors of the Plan isCorporation (the “Board”) setting forth an amendment to promote the long-term successcertificate of incorporation of the Company and the creationCorporation (the “Certificate of stockholder value by (a) encouraging Service Providers to focus on critical long-range objectives, (b) encouraging the attraction and retention of Service Providers with exceptional qualifications and (c) linking Service Providers directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may be ISOs or NSOs)Incorporation”), SARs, Restricted Shares, Stock Units and Performance Cash Awards. Capitalized terms used in this Plan are defined in Article 14.
ARTICLE 2. ADMINISTRATION.
2.1 General. The Plan may be administered by the Board or one or more Committees. Each Committee shall comply with rules and regulations applicable to it, including under the rules of any exchange on which shares of the Company’s common stock are traded, and shall have the authority and be responsible for such functions as have been assigned to it.
2.2 Section 162(m). To the extent an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m), the Plan will be administered by a Committee of two or more “outside directors” within the meaning of Code Section 162(m).
2.3 Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board or a Committee of two or more “non-employee directors” within the meaning of Exchange Act Rule 16b-3.
2.4 Powers of Administrator. Subject to the terms of the Plan, and in the case of a Committee, subject to the specific duties delegated to the Committee, the Administrator shall have the authority to (a) select the Service Providers who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) determine whether and to what extent any Performance Goals have been attained, (d) interpret the Plan and Awards granted under the Plan, (e) make, amend and rescind rules relating to the Plan and Awards granted under the Plan, including rules relating to sub-plans established for the purposes of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (f) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant of any Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales, and (g) make all other decisions relating to the operation of the Plan and Awards granted under the Plan.
2.5 Effect of Administrator’s Decisions. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.
2.6 Governing Law. The Plan shall be governed by, and construed in accordancepreviously filed with the lawsSecretary of State of the State of Delaware, (except its choice-of-law provisions).and declaring said amendment to be advisable. The stockholders of the Corporation duly approved and adopted said proposed amendment at the special meeting of stockholders held on December , 2023. The Certificate of Incorporation is hereby amended by adding new Article X as follows:
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 Basic Limitation. Common Shares issued pursuantTo the fullest extent permitted by applicable law, as the same exists or as may hereafter be amended from time to time, an officer of the Corporation shall not be personally liable to the Plan may be authorized but unissued sharesCorporation or treasury shares. The aggregate numberits stockholders for monetary damages for breach of Common Shares issued under the Planfiduciary duty as an officer, provided that this provision shall not exceedeliminate or limit the sumliability (i) for any breach of (a) 24,100,000 Common Shares, (b)his or her duty of loyalty to the numberCorporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of Common Shares reserved under the Predecessor Plan that are not issuedlaw, (iii) for any transaction from which the officer derives any improper personal benefit, or subject to outstanding awards under(iv) in any action by or in the Predecessor Plan onright of the Effective Date and (c) any Common Shares subject to outstanding options underCorporation. If the Predecessor Plan on the Effective Date that subsequently expire or lapse unexercised and Common Shares issued pursuant to awards granted under the Predecessor Plan that are outstanding on the Effective Date and that are subsequently forfeited to or repurchasedDelaware General Corporation Law is amended after approval by the Companystockholders of this Article X to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of the officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended from time to time.
Any amendment, repeal or modification of this Article X by the stockholders of the Corporation shall not adversely affect any right or protection of an officer of the Corporation existing at no greater than the original exercisetime of, or purchase price (if any) (provided thatincrease the liability of any officer of the Corporation with respect to awards granted onany acts or after May 10, 2010, underomissions of such officer occurring prior to, such amendment, repeal or modification. All references in this Article X to an officer shall mean such persons as defined in Section 102(b)(7) of the Predecessor Plan, any Common Shares that again become available for issuance underDelaware General Corporation Law.
THIRD: The amendment of the Plan under this Clause (c)Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the DGCL.
FOURTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.
FIFTH: The foregoing amendment shall be added back as (i) one share if such shares were subject to Options or SARs granted undereffective upon the Predecessor Plan and (ii) 1.5 shares if such shares were subject to Awards other than an Option or SAR granted underfiling with the Predecessor Plan) and (d)Secretary of State of the additionalState of Delaware.