EXHIBIT 10.3.7
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:Himesh Bhise
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>>
| 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. |
| Vesting Schedule: | This option vests with respect to the first <<CliffPercent>>% of the shares subject to this option when you complete <<CliffPeriods>> 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, (a) if the company undergoes a Change of Control before the Optionee’s service with the Company terminates and, within twelve months after such Change of Control the Company (or the surviving corporation) terminates the Optionee’s employment for any reason other than Cause of Permanent Disability or the Optionee’s terminates his employment for Good Reason and a Separation occurs, then (1) if such Change of Control occurs within the first 12 months of Optionee’s service, the vested portion of the Grant shall be determined by adding 36 months to your actual service, and (2) if such Change of Control occurs after the date that is 12 months of the Optionee’s service, then 100% of the then unvested shares of your Grant will immediately vest and be exercisable and (b) if the Company terminates the Optionee’s Service for any reason other than Cause or Permanent Disability or the Optionee terminates his Service for Good Reason, in each case, prior to a Change of Control, and a separation occurs, then the vested portion of this option shall be determined by adding 12 months to the Optionee’s actual service. |
| Change of Control, Good Reason, Separation, and Permanent Disability shall have the same meaning as set forth in the employment offer letter between you and the Company dated as of July 31, 2014. |
| 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.
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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.
OptioneeSynacor, Inc.
By:
Name: Himesh BhiseHimesh 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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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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