Stock Option Agreement under 2000 Stock Plan - Ronald N. Frankel



 Exhibit 10.2.7 
 SYNACOR, INC. 
 (f/k/a CKMP, INC.) 

2000 STOCK PLAN 
 NOTICE OF STOCK OPTION GRANT 
 Name: Ron Frankel 

You have been granted an option to purchase Common Stock (“Common Stock”) of Synacor, Inc. (the
“Company”) as follows: 
  

			
	Board Approval Date:	  	March 13, 2003
	 Date of Grant (Later of Board Approval Date or Commencement of Employment/Consulting):
	  	March 13, 2003
		
	Vesting Commencement Date:	  	March 13, 2002
		
	Exercise Price Per Share:	  	$0.12
		
	Total Number of Shares Granted:	  	385,735
		
	Total Exercise Price:	  	$46,288.20
		
	Type of Option:	  	  X      Incentive Stock Option
(“ISO”)
 Nonstatutory Stock Option (“NSO”)

		
	Term/Expiration Date:	  	March 13, 2013
		
	Vesting Schedule:	  	This Option may be exercised, in whole or in part, in accordance with the following schedule: 2.083% of the total number of Shares subject to the Option shall vest upon the
18th day of each month of continuous service after the
Vesting Commencement Date.
		
		  	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, (c) your place of employment is relocated more than 35 miles
from









			
		  	 the place of employment as of immediately prior to such change of control, or (d) there is a reduction in your duties and
responsibilities as a result of or following such change of control.
  
 If
you are terminated without cause then you will receive accelerated vesting equal to one year. (For purposes of this paragraph, the term “cause” will consist of (a) your intentional failure to substantially perform duties assigned to you by
the Company’s Board of Directors, following at least 30 days written notice of such failure, (b) your commission of any act of fraud, embezzlement, felony, or other willful misconduct that causes material injury to the Company, (c) the
intentional unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company, which unauthorized use or
disclosure causes material harm to the Company, or (d) your willful breach of your obligations under any written covenant or agreement with the Company, which breach is not cured within 30 days following written notice thereof and which causes
material harm to the Company.)

		
	Termination Period:	  	This Option may be exercised for 30 days after termination of employment or consulting relationship except as set out in Sections 6 and 7 of the Stock Option Agreement (but in no
event later than the Expiration Date).

 By your signature and the signature of the Company’s representative below, you and the Company agree
that this Option is granted under and governed by the terms and conditions of the 2000 Stock Option Plan and the Stock Option Agreement, both of which are attached and made a part of this document. 

 

							
	Name: Ron Frankel	 		 		 	Synacor, Inc.:
				
	 




	 		 	By	 	 





	Signature	 		 	Name:
		 		 	Title:








 SYNACOR, INC. 
 (f/k/a CKMP, Inc.) 
 2000 STOCK PLAN 

STOCK OPTION AGREEMENT 
 1. Grant of Option. Synacor, Inc., a Delaware corporation (the “Company”), hereby grants to Ron Frankel (“Optionee”) an option (the
“Option”) to purchase a total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant, at the exercise price per share set forth in the Notice of Stock Option Grant (the
“Exercise Price”) subject to the terms, definitions and provisions of the Synacor, Inc. (f/k/a CKMP, Inc.) 2000 Stock Option Plan (the “Plan”) adopted by the Company, which is incorporated herein by reference.
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option. 
 If
designated an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. 
 2. Exercise of Option. This Option shall be exercisable during its Term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the provisions of
Section 9 of the Plan as follows: 
 (a) Right to Exercise. 

(i) This Option may be exercised in whole or in part at any time six months after the Date of Grant, as to Shares which have not yet
vested under the vesting schedule indicated on the Notice of Stock Option Grant; provided, however, that Optionee shall execute as a condition to such exercise of this Option, the Early Exercise Notice and Restricted Stock Purchase
Agreement attached hereto as Exhibit A (the “Early Exercise Agreement”). If Optionee chooses to exercise this Option solely as to Shares which have vested under the vesting schedule indicated on the Notice of Stock Option
Grant, Optionee shall complete and execute the form of Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit B (the “Exercise Agreement”). Notwithstanding the foregoing, the Company may in its
discretion prescribe or accept a different form of notice of exercise and/or stock purchase agreement if such forms are otherwise consistent with this Agreement, the Plan and then-applicable law. 

(ii) This Option may not be exercised for a fraction of a share. 

(iii) In the event of Optionee’s death, disability or other termination of employment or consulting relationship, the
exercisability of the Option is governed by Sections 5,6 and 7 below, subject to the limitation contained in Section 2(a)(iv) below. 
 (iv) In no event may this Option be exercised after the Expiration Date of this Option as set forth in the Notice of Stock Option Grant. 







 (b) Method of Exercise. This Option shall be exercisable by execution and
delivery of the Early Exercise Agreement or the Exercise Agreement, whichever is applicable, or of any other written notice approved for such purpose by the Company which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be required by the Company pursuant to the provisions of the
Plan. Such written notice shall be signed by Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be
exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. 
 No Shares will be issued
pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares may then be listed. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares. 
 3. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of Optionee: 

(a) cash or check; 
 (b) cancellation of outstanding indebtedness; 
 (c) surrender of other shares of
Common Stock of the Company which (i) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by Optionee for more than 6 months on the date of surrender, and (ii) have a Fair Market Value on the date
of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; 
 (d) if there is a public
market for the Shares and they are registered under the Exchange Act, delivery of a properly executed exercise notice together with irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds required
to pay the Exercise Price; or 
 (e) subject to Section 505 (e) and (f) of the New York Business Corporation Law,
a promissory note in the form attached to this Agreement as Exhibit C, or in any other form approved by the Company. 

4. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the
shareholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulation,
including any rule under Part 207 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to
the Company as may be required by any applicable law or regulation. 

  
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 5. Termination of Relationship. In the event of termination of Optionee’s
Continuous Status as an Employee or Consultant, Optionee may, to the extent otherwise so entitled at the date of such termination (the “Termination Date”), exercise this Option during the Termination Period set forth in the Notice
of Stock Option Grant. To the extent that Optionee was not entitled to exercise this Option at such Termination Date, or if Optionee does not exercise this Option within the Termination Period, the Option shall terminate. 

6. Disability of Optionee. 
 (a) Notwithstanding the provisions of Section 5 above, in the event of termination of Optionee’s Continuous Status as an Employee or Consultant as a result of his or her total and permanent
disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within twelve months from the Termination Date (but in no event later than the Expiration Date set forth in the Notice of Stock Option Grant and in Section 9
below), exercise this Option to the extent he or she was entitled to exercise it at such Termination Date. To the extent that Optionee was not entitled to exercise the Option on the Termination Date, or if Optionee does not exercise such Option to
the extent so entitled within the time specified in this Section 6(a), the Option shall terminate. 
 (b) Notwithstanding
the provisions of Section 5 above, in the event of termination of Optionee’s consulting relationship or Continuous Status as an Employee as a result of a disability not constituting a total and permanent disability (as set forth in
Section 22(e)(3) of the Code), Optionee may, but only within six months from the Termination Date (but in no event later than the Expiration Date set forth in the Notice of Stock Option Grant and in Section 9 below), exercise the Option to
the extent Optionee was entitled to exercise it as of such Termination Date; provided, however, that if this is an Incentive Stock Option and Optionee fails to exercise this Incentive Stock Option within three months from the Termination Date, this
Option will cease to qualify as an Incentive Stock Option (as defined in Section 422 of the Code) and Optionee will be treated for federal income tax purposes as having received ordinary income at the time of such exercise in an amount
generally measured by the difference between the Exercise Price for the Shares and the Fair Market Value of the Shares on the date of exercise. To the extent that Optionee was not entitled to exercise the Option at the Termination Date, or if
Optionee does not exercise such Option to the extent so entitled within the time specified in this Section 6(b), the Option shall terminate. 
 7. Death of Optionee. In the event of the death of Optionee (a) during the Term of this Option and while an Employee or Consultant of the Company and having been in Continuous Status as
an Employee or Consultant since the date of grant of the Option, or (b) within 30 days after Optionee’s Termination Date, the Option may be exercised at any time within six months following the date of death (but in no event later than the
Expiration Date set forth in the Notice of Stock Option Grant and in Section 9 below), by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to
exercise that had accrued at the Termination Date. 

  
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 8. Non-Transferability of Option. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and
assigns of Optionee. 
 9. Term of Option. This Option may be exercised only within the Term set forth in the
Notice of Stock Option Grant, subject to the limitations set forth in Section 7 of the Plan. 
 10. Tax
Consequences. Set forth below is a brief summary as of the date of this Option of certain of the federal and California or New York tax consequences of exercise of this Option and disposition of the Shares under the laws in effect as of the
Date of Grant. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 

(a) Exercise of Incentive Stock Option. If this Option qualifies as an Incentive Stock Option, there will be no
regular federal or California or New York income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to
the alternative minimum tax for federal tax purposes and may subject Optionee to the alternative minimum tax in the year of exercise. 
 (b) Exercise of Nonstatutory Stock Option. If this Option does not qualify as an Incentive Stock Option, there may be a regular federal income tax liability and a California or New
York income tax liability upon the exercise of the Option. Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of
exercise over the Exercise Price. If Optionee is an employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise. 
 (c) Disposition of Shares. In the case of a Nonstatutory
Stock Option, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal and California or New York income tax purposes. In the case of an Incentive Stock Option, if
Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for
federal and California or New York income tax purposes. In either case, the long-term capital gain will be taxed for federal income tax and alternative minimum tax purposes at a maximum rate of 28% if the Shares are held more than one year but less
than 18 months after exercise and at 20% if the Shares are held more than 18 months after exercise. If Shares purchased under an Incentive Stock Option are disposed of within one year after exercise or within two years after the Date of Grant, any
gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (i) the Fair Market Value of the Shares on the date of
exercise, or (ii) the sale price of the Shares. 

  
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 (d) Notice of Disqualifying Disposition of Incentive Stock Option Shares. If
the Option granted to Optionee herein is an Incentive Stock Option, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or before the later of (i) the date two years after the Date
of Grant, or (ii) the date one year after the date of exercise, Optionee shall immediately notify the Company in writing of such disposition. Optionee acknowledges and agrees that he or she may be subject to income tax withholding by the
Company on the compensation income recognized by Optionee from the early disposition by payment in cash or out of the current earnings paid to Optionee. 
 11. Withholding Tax Obligations. Optionee understands that, upon exercising a Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to the excess of
the then Fair Market Value of the Shares over the Exercise Price. However, the timing of this income recognition may be deferred for up to six months if Optionee is subject to Section 16 of the Exchange Act. If Optionee is an employee, the
Company will be required to withhold from Optionee’s compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, Optionee may at some point be
required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some
combination of the following methods: (a) by cash payment, (b) out of Optionee’s current compensation, (c) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (i) in the case of
Shares previously acquired from the Company, have been owned by Optionee for more than six months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to or greater than Optionee’s marginal tax rate
times the ordinary income recognized, or (d) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. For
this purpose, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). 

If Optionee is subject to Section 16 of the Exchange Act (an “Insider”), any surrender of previously owned Shares
to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”). 

All elections by Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to
the Administrator and shall be subject to the following restrictions: 
 (a) the election must be made on or prior to the
applicable Tax Date; 
 (b) once made, the election shall be irrevocable as to the particular Shares of the Option as to which
the election is made; and 
 (c) all elections shall be subject to the consent or disapproval of the Administrator. 

  
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 12. Market Standoff Agreement. In connection with the initial public offering
of the Company’s securities and upon request of the Company or the underwriters managing such underwritten offering of the Company’s securities, Optionee agrees not to sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any securities of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days)
from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial
public offering. 
 [Signature Page Follows] 

  
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 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one document. 
  

			
	Synacor, Inc.
		
	By:	 	  

		
	Name:	 	  

		 	(print)
		
	Title:	 	  



 OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED
ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN
THE COMPANY’S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S
RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. 

Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and
hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. 

 

							
	Dated:	 	  
	 		 	  



  
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