EX-10.8



 





EXHIBIT
10.8








April 6, 2007



Eric Blachno

3333 Allen Parkway 804

Houston, TX 77019



Dear Eric:



          Synacor, Inc. (the “Company”) is pleased to offer you employment on the following
terms:




          1. Position. Your initial title will be Chief Financial Officer and you will initially report
to the Company’s President and Chief Executive Officer, Ronald Frankel. This is a full-time
position. While you render services to the Company, you will not engage in any other employment,
consulting or other business activity (whether full-time or part-time) that would create a conflict
of interest with the Company. By signing this letter agreement, you confirm to the Company that
you have no contractual commitments or other legal obligations that would prohibit you from
performing your duties for the Company.




          2. Cash Compensation. The Company will pay you a starting salary at the rate of $200,000 per
year, payable in accordance with the Company’s standard payroll schedule. This salary will be
subject to adjustment pursuant to the Company’s employee compensation policies in effect from time
to time. In addition, you will be eligible to be considered for an incentive bonus for each fiscal
year of the Company. The bonus (if any) will be awarded based on objective or subjective criteria
established by the Company’s Chief Executive Officer and approved by the Company’s Board of
Directors. Your target bonus will be equal to 25% of your annual base salary. Any bonus for the
fiscal year in which your employment begins will be prorated, based on the number of days you are
employed by the Company during that fiscal year. The bonus for a fiscal year will be paid after
the Company’s books for that year have been closed and will be paid only if you are employed by the
Company at the time of payment. The determinations of the Company’s Board of Directors with
respect to your bonus will be final and binding.




          3. Employee Benefits. As a regular employee of the Company, you will be eligible to
participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid
vacation in accordance with the Company’s vacation policy, as in effect from time to time.




          4. Stock Options. Subject to the approval of the Company’s Board of Directors or its
Compensation Committee, you will be granted an option to purchase 140,000 shares of the Company’s
Common Stock. The exercise price per share will be equal to the fair market value per share on the
date the option is granted or on your first day of employment, whichever is later. The option will
be subject to the terms and conditions applicable to options granted under the Company’s 2000 Stock
Plan (the “Plan”), as described in the Plan and the applicable Stock Option Agreement. The
option will be immediately exercisable, but the



 









 













Eric Blachno

April 2, 2007

Page 2



unvested portion of the purchased shares will be subject to repurchase by the Company at the
exercise price in the event that your service terminates for any reason before you vest in the
shares. You will vest in 25% of the option shares after 12 months of continuous service, and the
balance will vest in equal monthly installments over the next 36 months of continuous service, as
described in the applicable Stock Option Agreement.




In addition, in lieu of relocation reimbursement, you will be granted an option to purchase 40,000
shares of the Company’s Common Stock. The exercise price per share will be equal to the fair market
value per share on the date the option is granted or on your first day of employment, whichever is
later. The option will be subject to the terms and conditions applicable to options granted under
the Company’s 2000 Stock Plan (the “Plan”), as described in the Plan and the applicable
Stock Option Agreement. The option will be immediately exercisable, but the unvested portion of
the purchased shares will be subject to repurchase by the Company at the exercise price in the
event that your service terminates for any reason before you vest in the shares. You will vest in
25% of the option shares after 12 months of continuous service, and the balance will vest in equal
monthly installments over the next 36 months of continuous service, as described in the applicable
Stock Option Agreement.




In the event of a change of control, you will immediately vest 100% of any remaining Shares subject
to the Option granted if (a) the acquirer or successor does not assume in full your Company option,
(b) your compensation is reduced below your rate of compensation as of immediately prior to such
change of control, or (c) there is a reduction in your duties and responsibilities as a result of
or within 12 months following such change of control.




          5. Proprietary Information and Inventions Agreement. Like all Company employees, you will be
required, as a condition of your employment with the Company, to sign the Company’s standard
Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.




          6. Employment Relationship. Employment with the Company is for no specific period of time.
Your employment with the Company will be “at will,” meaning that either you or the Company may
terminate your employment at any time and for any reason, with or without cause. Any contrary
representations that may have been made to you are superseded by this letter agreement. This is
the full and complete agreement between you and the Company on this term. Although your job
duties, title, compensation and benefits, as well as the Company’s personnel policies and
procedures, may change from time to time, the “at will” nature of your employment may only be
changed in an express written agreement signed by you and a duly authorized officer of the Company
(other than you).




          7. Severance Pay. If the Company terminates the Employee’s Employment for any reason other
than Cause or Permanent Disability, then the Company shall pay the Employee his Base Salary for a
period of 6 months following the termination of his Employment (the “Continuation Period”).
Such Base Salary shall be paid at the rate in effect at the time of the termination of Employment
and in accordance with the Company’s standard payroll procedures.




 








 








Eric Blachno

April 2, 2007

Page 3



In the event the Company terminates the Employee’s Employment for any reason other than Cause or
Permanent Disability, the 40,000 relocation grant to purchase options will immediately vest 100% of
any remaining Shares subject to the relocation option granted.




          8. Withholding Taxes. All forms of compensation referred to in this letter agreement are
subject to reduction to reflect applicable withholding and payroll taxes and other deductions
required by law.




          9. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A constitute
the complete agreement between you and the Company, contain all of the terms of your employment
with the Company and supersede any prior agreements, representations or understandings (whether
written, oral or implied) between you and the Company. This letter agreement may not be amended or
modified, except by an express written agreement signed by both you and a duly authorized officer
of the Company. The terms of this letter agreement and the resolution of any disputes as to the
meaning, effect, performance or validity of this letter agreement or arising out of, related to, or
in any way connected with, this letter agreement, your employment with the Company or any other
relationship between you and the Company (the “Disputes”) will be governed by New York law,
excluding laws relating to conflicts or choice of law. You and the Company submit to the exclusive
personal jurisdiction of the federal and state courts located in New York in connection with any
Dispute or any claim related to any Dispute.




          10. Arbitration. Any controversy or claim arising out of this letter agreement and any and
all claims relating to your employment with the Company will be settled by final and binding
arbitration. The arbitration will take place in Erie County or, at your option, the County in
which you primarily worked when the arbitral dispute or claim first arose. The arbitration will be
administered by the American Arbitration Association under its National Rules for the Resolution of
Employment Disputes. Any award or finding will be confidential. You and the Company agree to
provide one another with reasonable access to documents and witnesses in connection with the
resolution of the dispute. You and the Company will share the costs of arbitration equally. Each
party will be responsible for its own attorneys’ fees, and the arbitrator may not award attorneys’
fees unless a statute or contract at issue specifically authorizes such an award. This Section
[9][10] does not apply to claims for workers’ compensation benefits or unemployment insurance
benefits. This Section [9][10] also does not apply to claims concerning the ownership, validity,
infringement, misappropriation, disclosure, misuse or enforceability of any confidential
information, patent right, copyright, mask work, trademark or any other trade secret or
intellectual property held or sought by either you or the Company (whether or not arising under the
Proprietary Information and Inventions Agreement between you and the Company).




          11. Definitions. The following terms have the meaning set forth below wherever they are used
in this letter agreement:




          “Cause” means (a) your unauthorized use or disclosure of the Company’s confidential
information or trade secrets, which use or disclosure causes material harm to the

 









 









Eric Blachno

April 2, 2007

Page 4



Company, (b) your material breach of any agreement between you and the Company, (c) your
material failure to comply with the Company’s written policies or rules, (d) your conviction of, or
your plea of “guilty” or “no contest” to, a felony under the laws of the United States or any
State, (e) your gross negligence or willful misconduct, (f) your continuing failure to perform
assigned duties after receiving written notification of the failure from the Company’s Board of
Directors or (g) your failure to cooperate in good faith with a governmental or internal
investigation of the Company or its directors, officers or employees, if the Company has requested
your cooperation.




          “Involuntary Termination” means either (a) involuntary discharge by the Company for reasons
other than Cause or (b) voluntary resignation following (i) a change in your position with the
Company that materially reduces your level of authority or responsibility, or (ii) a reduction in
your base salary by more than 10%.




          “Permanent Disability” means that you are unable to perform the essential functions of your
position, with or without reasonable accommodation, for a period of at least 120 consecutive days
because of a physical or mental impairment.




* * * * *




     We hope that you will accept our offer to join the Company. You may indicate your agreement
with these terms and accept this offer by signing and dating both the enclosed duplicate original
of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and
returning them to me. This offer, if not accepted, will expire at the close of business on April
9, 2007. As required by law, your employment with the Company is contingent upon your providing
legal proof of your identity and authorization to work in the United States.



     Eric, we are very pleased to be presenting you with this offer. We are confident that your
skills, enthusiasm and professionalism will add to Synacor’s success while creating the
opportunities and rewards that will help you achieve your professional goals. We look forward to
having you as part of our team.



 









 






Eric Blachno
April 2, 2007
Page 5



If you have any questions, please call me at (716) 362-3305.




	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	Synacor, Inc.	 	 
	 
	 	 	 	 
	 

	 	/s/ Julia Culkin
 

Julia Culkin
	 	 
	 

	 	Vice President of Human Resources	 	 





I have read and accept this employment offer:




	 	 	 	 	 
	 

	 	/s/ Eric Blachno	 	 
	 	 	 
	 

	 	Signature of Eric Blachno	 	 
	 
	 	 	 	 
	Dated: