exv10w17





 Exhibit
10.17


Employment Agreement



     This Agreement is entered into as of September 12, 2008, by and between Mark Mendes
(the “Executive”) and Synchronoss Technologies, Inc., a
Delaware corporation (the “Company”).



1. Duties and Scope of Employment.




     (a) Position.
For the term of his employment under this Agreement (the “Employment”),
the Company agrees to employ the Executive in the position of
Executive Vice President. The
Executive shall report directly to the Company’s Chief Executive
Officer. Executive’s principal
workplace shall be at his office in Purcellville, Virginia unless otherwise agreed by the Company
and the Executive; provided, however, that Executive’s duties will include reasonable
travel, including but not limited to travel to offices of Company, its subsidiaries and affiliates
and current and prospective customers as is reasonably necessary and appropriate to the performance
of Executive’s duties hereunder but, in no event, shall Executive be required to travel to the
offices of the Company more frequently than twice per month. It is expected that each trip shall be
no more than two days per week but on occasion Executive may be required to spend more than two
days if there is an important reason to do so.



     (b) Obligations to the Company. During his Employment, the Executive (i) shall devote his
full business efforts and time to the Company, (ii) shall not
engage in any other employment,
consulting or other business activity that would create a conflict of
interest with the Company,
(iii) shall not assist any person or entity in competing with the Company or in preparing to
compete with the Company and (iv) shall comply with the Company’s policies and rules, as they may
be in effect from time to time.



     (c) No Conflicting Obligations. The Executive represents and warrants to the Company that he
is under no obligations or commitments, whether contractual or otherwise, that are inconsistent
with his obligations under this Agreement. The Executive represents and warrants that he will not
use or disclose, in connection with his Employment, any trade secrets or other proprietary
information or intellectual property in which the Executive or any other person has any right,
title or interest and that his Employment will not infringe or violate the rights of any other
person. The Executive represents and warrants to the Company that he has returned all property and
confidential information belonging to any prior employer.



     (d) Commencement Date. The Executive previously commenced full-time Employment. This
Agreement shall govern the terms of Executive’s Employment effective as of September 12, 2008 (the
“Commencement Date”).



2. Compensation




     (a) Salary.
The Company shall pay the Executive as compensation for his services a base salary
at a gross annual rate of not less than $300,000. Such salary shall be payable in accordance with
the Company’s standard payroll procedures. (The annual compensation specified in this Subsection
(a), together with any increases in such compensation



 









 





that the Company may grant from time to time, is referred to in this Agreement as
“Base Salary.”). Executive’s salary shall be subject to review and adjustment in
accordance with the Company’s customary practices concerning salary review for similarly
situated senior executives of the Company or its subsidiaries.




     (b) Incentive Bonuses. The Executive shall be eligible for an annual
incentive bonus with a target amount equal to 50% of his Base Salary (“Target
Bonus Amount”). The Executive’s Bonus (if any) shall be awarded based on criteria
established by the Company’s Board of Directors (the “Board”) or its Compensation
Committee. The Board or its Compensation Committee with respect to such bonus shall be
final and binding. The Executive shall not be entitled to an incentive bonus if he is not
employed by the Company on the last day of the fiscal year for which such bonus is
payable.


3.
Vacation and Employee Benefits. During his Employment, the Executive shall be eligible for
paid vacations in accordance with the Company’s vacation policy, as it may be amended from
time to time, with a minimum of 20 vacation days per year. During his Employment, the
Executive shall be eligible to participate in the employee benefit plans maintained by the
Company, subject in each case to the generally applicable terms and conditions of the plan in
question and to the determinations of any person or committee administering such plan.



4.
Business Expenses. During his Employment, the Executive shall be authorized to incur
necessary and reasonable travel, entertainment and other business expenses in connection with
his duties hereunder. The Company shall reimburse the Executive for such expenses upon
presentation of an itemized account and appropriate supporting documentation, all in
accordance with the Company’s generally applicable policies.




5. Term
of Employment.




     (a) Employment Term. The Company hereby employs Executive to render services to the
Company in the position and with the duties and responsibilities described in Section 1
for the period commencing on the Commencement Date and ending upon the earlier of (i)
three (3) years from such date, and (ii) the date Executive’s Employment is terminated in
accordance with Subsection 5(b). This Agreement will automatically renew for annual
one-year periods unless either party gives to the other written notice on or
before June 1, 2011 or June 1 of each succeeding year, of such party’s intent to modify,
amend or terminate this Agreement according to the terms hereof.



     (b) Termination of Employment. The Company may terminate the Executive’s Employment
at any time and for any reason (or no reason), and with or without Cause (as defined
below), by giving the Executive 30 days’ advance notice in writing. The Executive may
terminate his Employment by giving the Company 30 days’ advance notice in writing. The
Executive’s Employment shall terminate automatically in the event of his death. The
termination of the Executive’s Employment shall not limit or otherwise affect his
obligations under Section 7.



2









 





     (c) Rights Upon Termination. Upon Executive’s voluntary termination of employment or the
Company’s termination of Executive’s employment for Cause,
Executive shall only be entitled to the
compensation, benefits and reimbursements described in
Sections 1, 2, and 3 for the period preceding
the effective date of the termination and no other benefits. Upon the Company’s termination of
Executive’s employment other than for Cause, Executive shall only be entitled to the compensation,
benefits and reimbursements described in Sections 1, 2, and 3 for the period preceding the
effective date of the termination and the severance pay benefits described in Section 6. The
payments under this Agreement shall fully discharge all responsibilities of the Company to
Executive. This Agreement shall terminate when all obligations of the parties hereunder have
been satisfied.



     (d) Rights Upon Death or Disability. If Executive’s Employment ends due to death, Executive’s
estate shall be entitled to receive an amount equal to his target bonus for the fiscal year in
which his death occurred, prorated based on the number of days he was employed by the Company
during that fiscal year. If Executive’s Employment ends due to Permanent Disability (as such term
is defined below), Executive shall be entitled to receive an amount equal to his target bonus for
the fiscal year in which his employment ended, prorated based on the number of days he was employed
by the Company during that fiscal year, and the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) benefits described in the next sentence. If Executive or his personal representative
elects to continue health insurance coverage under COBRA for Executive and his dependents following
the termination of his employment, then the Company will pay the monthly premium under COBRA until
the earliest of (a) the close of the 24-month period following the termination of his employment,
(b) the expiration of his continuation coverage under COBRA or (c) the date he becomes eligible for
substantially equivalent health insurance coverage in connection with
new employment.



6. Termination Benefits.




     (a) Preconditions. Any other provision of this Agreement notwithstanding, Subsections
(b) and (c) below shall not apply unless the Executive:




          (i) Has executed a general release of all claims (in a form substantially
similar to the release set forth on Exhibit A);




          (ii) Has returned all property of the Company in the Executive’s possession;
provided, however, that Executive shall be allowed to keep and own the
Company-provided laptop computer(s) (provided that Company shall ensure that all
Company information with respect to such laptop computer(s) is deleted)/monitor(s)
and related accessories, mobile telephone and related accessories, printer(s), and
mobile telephone number; and




          (iii) If requested by the Board, has resigned as a member of the Board
and as a member of the boards of directors of all subsidiaries of the Company, to
the extent applicable.



3









 





     (b) Severance Pay in the Absence of a Change in Control. If, during the term
of this Agreement and prior to the occurrence of a Change in Control or more than 12 months
following a Change in Control, the Company terminates the Executive’s employment with the
Company for a reason other than Cause or Permanent Disability (as such terms are defined
below), then the Company shall pay the Executive a lump sum severance payment equal to (i) one
and one-half times his Base Salary in effect at the time of the termination of Employment and
(ii) his average bonus received in the immediately preceding two years. If, during the term of
this Agreement and prior to the occurrence of a Change in Control or more than 12 months
following a Change in Control, Executive resigns his Employment for Good Reason (as such term
is defined below), then the Company shall pay the Executive a lump sum severance payment equal
to (i) one times his Base Salary in effect at the time of the termination of Employment and
(ii) his average bonus received in the immediately preceding two years. Notwithstanding
anything herein to the contrary, in the event that the Executive is terminated or resigns his
Employment for Good Reason under this subsection (b) within the initial two years of this
Agreement, then in lieu of using the average bonus received in the immediately preceding two
years for the above calculation, such calculation shall include his Target Bonus Amount if
such termination under this Subsection (b) occurs in the first year of the Agreement and the
actual bonus the Executive received during the initial year of the Agreement if such
termination under this Subsection (b) occurs in the second year of the Agreement. However, the
amount of the severance payment under this Subsection (b) shall be reduced by the amount of
any severance pay or pay in lieu of notice that the Executive receives from the Company under
a federal or state statute (including, without limitation, the Worker Adjustment and
Retraining Notification Act). The severance payments under this Subsection (b) shall in no
event commence prior to the earliest date permitted by Section 409A(a)(2) of the Internal
Revenue Code of 1986, as amended (the “Code”). If the commencement of such severance
payments must be delayed, as determined by the Company, then the deferred installments shall be
paid in a lump sum on the earliest practicable date permitted by Section 409A(a)(2) of the
Code.



     (c) Severance Pay in Connection with a Change in Control. If, during the term of
this Agreement and within 12 months following a Change in Control, the Company
terminates the Executive’s employment with the Company for a reason other than Cause or
Permanent Disability or the Executive resigns his Employment for Good Reason, then the
Company shall pay the Executive a lump sum severance payment equal to two times his Base
Salary in effect at the time of the termination of Employment plus two times the
Executive’s average bonus received in the immediately preceding two years.
Notwithstanding anything herein to the contrary, in the event that the Executive is
terminated or resigns his Employment for Good Reason under this subsection (c) within
the initial two years of this Agreement, then in lieu of using the average bonus
received in the immediately preceding two years for the above calculation, such
calculation shall include his Target Bonus Amount if such termination under this
Subsection (c) occurs in the first year of the Agreement and the actual bonus the
Executive received during the initial year of the Agreement if such termination under
this Subsection (c) occurs in the second year of the Agreement. However, the amount of
the severance payment under this Subsection (c) shall be reduced by the amount of any
severance pay or pay in lieu of notice that the Executive receives from the Company
under a federal or State statute (including, without limitation, the Worker Adjustment
and Retraining Notification Act). The severance



4









 




payments under this Subsection (c) shall in no event commence prior to the earliest date
permitted by Section 409A(a)(2) of the Code. If the commencement of such severance
payments must be delayed, as determined by the Company, then the deferred installments
shall be paid in a lump sum on the earliest practicable date permitted by Section
409A(a)(2) of the Code.




     (d) Parachute Taxes. If amounts paid or payable or distributed or distributable
pursuant to the terms of this Agreement (the “Total Payments”) would be subject to the excise
tax imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
and the regulations thereunder or any interest or penalties with respect to such excise tax
(such excise tax and any such interest or penalties are collectively referred to as the
“Excise Tax”), then the Total Payments shall be reduced to ensure that the Total Payments are
not subject to Excise Tax. In determining whether to cap the Total Payments, compensation or
other amounts that the Executive is entitled to receive other than pursuant to this Agreement
shall be disregarded. All determinations and calculations required to be made under this
provision will be made by an independent accounting firm selected by Executive from among the
largest eight accounting firms in the United States (the “Accounting Firm”). If the
Accounting Firm determines that the Total Payments are to be reduced under the preceding
sentences, then the Company will promptly give Executive notice to that effect and a copy of
the detailed calculation thereof. Executive may then elect, in his sole discretion, which and
how much of the Total Payments are to be eliminated or reduced (as long as after such
election no Excise Tax will be payable), and Executive will advise the Company in writing of
his election within 10 business days of receipt of notice. If Executive makes no such
election within such 10-day period, then the Company may elect which and how much of the
Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax
will be payable), and it will notify Executive promptly of such election. The fees of the
Accounting Firm shall be paid by the Company.



     (e) Definition of “Cause.” For all purposes under this Agreement, “Cause” shall mean:




          (i) An unauthorized use or disclosure by the Executive of the
Company’s confidential information or trade secrets, which use or
disclosure causes material harm to the Company;




          (ii) A material breach by the Executive of any material agreement
between the Executive and the Company;




          (iii) A material failure by the Executive to comply with the Company’s
written policies or rules;




          (iv) The Executive’s conviction of, or plea of “guilty” or “no
contest” to, a felony under the laws of the United States or any State
thereof;




          (v) The Executive’s gross negligence or willful misconduct which
causes material harm to the Company;



5









 






          (vi) A continued failure by the Executive to perform reasonably
assigned duties after receiving written notification of such failure from
the Board; or




          (vii) A failure by the Executive 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 the Executive’s
reasonable cooperation.



     (f) Definition of “Good Reason.” “Good Reason” exists upon:




          (i) a change in the Executive’s position with the Company that
materially reduces his level of authority or responsibility;




          (ii) a reduction in the Executive’s base salary or Target Bonus
Amount by more than 10% unless pursuant to a Company-wide salary reduction
affecting all Executives proportionately;




          (iii) a substantial reduction, without good business reasons,
of the facilities and perquisites (including office space and location)
available to the Executive immediately prior to such reduction;




          (iv) a material reduction in the kind or level of employee benefits to
which the Executive is entitled immediately prior to such reduction with
the result that the Executive’s overall benefits package is significantly
reduced, unless such reduction is made in connection with a reduction in
the kind or level of employee benefits of employees of the Company
generally;




          (v) relocation of the Executive’s principal workplace by more than 50 miles
at the request of the Company; or




          (vi) the Executive no longer reporting to the Company’s Chief Executive
Officer or President.



     (g) Definition of “Permanent Disability.” For all purposes under this Agreement,
“Permanent Disability” shall mean the Executive’s inability to perform the essential functions
of the Executive’s position, with or without reasonable accommodation, for a period of at
least 120 consecutive days because of a physical or mental impairment.



7. Non-Solicitation and Non-Disclosure.




     (a) Non-Solicitation. During the period commencing on the date of this Agreement and
continuing until the second anniversary of the date the Executive’s Employment terminated
for any reason, the Executive shall not directly or indirectly, personally or through
others, solicit or attempt to solicit (on the Executive’s own behalf or on behalf of any
other person or entity) either (i) the employment of any employee or consultant of the
Company or any of the Company’s affiliates or (ii) the business of any customer of the
Company or any of the  Company’s affiliates in a manner that could constitute engaging
in sale of goods or services in or



6









 





for a Restricted Business (as defined below) or otherwise interferes with
Company’s relationship with such customer.




     (b) Non-Competition. As one of the Company’s executive and management personnel and
officer, Executive has obtained extensive and valuable knowledge and confidential information
concerning the business of the Company, including certain trade secrets the Company wishes to
protect. Executive further acknowledges that during his employment he will have access to and
knowledge of Proprietary Information (as defined below). To protect the Company’s Proprietary
Information, Executives agrees that during his employment with the Company, whether full-time
or half-time and for a period of 24 months after his last day of employment with the Company,
he will not directly or indirectly engage in (whether as an employee,
consultant, proprietor,
partner, director or otherwise), or have any ownership interest in, or participate in the
financing, operation, management or control of, any person, firm, corporation or business
that engages in a “Restricted Business” in a “Restricted Territory” as defined below. It is
agreed that ownership of (i) no more than one percent (1%) of the outstanding voting stock of
a publicly traded corporation, or (ii) any stock he presently owns shall not constitute a
violation of this provision.



     (c) Definitions.
The term “Proprietary Information” shall mean any and all confidential
and/or proprietary knowledge, data or information of the Company. By way of illustration
but not limitation, Proprietary Information includes (a) trade secrets, inventions, mask
works, ideas, processes, formulas, source and object codes, data, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs and techniques; and
(b) information regarding plans for research, development, new products, marketing and
selling, business plans, budgets and unpublished financial statements, licenses, prices and
costs, suppliers and customers; and (c) information regarding the skills and compensation of
other employees of the Company. “Restricted Business” shall mean the design, development,
marketing or sales of software, or any other process, system, product, or service marketed,
sold or under development by the Company at the time Executive’s employment with the Company
ends. “Restricted Territory” shall mean any state, county, or locality in the United States
in which the Company conducts business.



     (d) Reasonable. Executive agrees and acknowledges that the time limitation on the
restrictions in this Section 7, combined with the geographic scope, is reasonable. Executive
also acknowledges and agrees that this provision is reasonably necessary for the protection
of Proprietary Information, that through his employment he shall receive adequate
consideration for any loss of opportunity associated with the provisions herein, and that
these provisions provide a reasonable way of protecting the Company’s business value which
will be imparted to him. If any restriction set forth in this Section 7 is found by any court
of competent jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area, it shall be
interpreted to extend only over the maximum period of time, range of activities or geographic
area as to which it may be enforceable.



     (e) Non-Disclosure. The Executive has entered into a Proprietary
Information and Inventions Agreement with the Company, which is incorporated herein by this
reference.



7









 





8. Successors.




     (a) Company’s Successors. This Agreement shall be binding upon any successor
(whether direct or indirect and whether by purchase, lease, merger, consolidation,
liquidation or otherwise) to all or substantially all of the Company’s business and/or
assets. For all purposes under this Agreement, the term “Company” shall include any successor
to the Company’s business and/or assets which becomes bound by this Agreement.



     (b) Employee’s Successors. This Agreement and all rights of the Executive hereunder
shall inure to the benefit of, and be enforceable by, the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees.



9. Miscellaneous Provisions.




     (a) Notice. Notices and all other communications contemplated by this Agreement
shall be in writing and shall be deemed to have been duly given when personally delivered,
when delivered by FedEx with delivery charges prepaid, or when mailed by U.S. registered or
certified mail, return receipt requested and postage prepaid. In the case of the Executive,
mailed notices shall be addressed to him at the home address that he most recently
communicated to the Company in writing. In the case of the Company, mailed notices shall be
addressed to its corporate headquarters, and all notices shall be directed to the attention
of its Secretary.



     (b) Modifications and Waivers. No provision of this Agreement shall be modified, waived
or discharged unless the modification, waiver or discharge is agreed to in writing and signed
by the Executive and by an authorized officer of the Company (other
than the Executive). No
waiver by either party of any breach of, or of compliance with, any condition or provision of
this Agreement by the other party shall be considered a waiver of any other condition or
provision or of the same condition or provision at another time.



     (c) Whole Agreement. No other agreements, representations or
understandings (whether oral or written and whether express or implied) that are not
expressly set forth in this Agreement have been made or entered into by either party with
respect to the subject matter hereof. This Agreement and the Proprietary Information and
Inventions Agreement contain the entire understanding of the parties with respect to the
subject matter hereof.



     (d) Taxes. All payments made under this Agreement shall be subject to reduction to
reflect taxes or other charges required to be withheld by law. The Company shall not have a
duty to design its compensation policies in a manner that minimizes the Executive’s tax
liabilities, and the Executive shall not make any claim against the Company or the Board
related to tax liabilities arising from the Executive’s compensation.



     (e) Choice of Law and Severability. This Agreement shall be interpreted in accordance
with the laws of the State of New Jersey (except their provisions governing the choice of
law). If any provision of this Agreement becomes or is deemed invalid, illegal or
unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision shall be deemed amended to the minimum extent necessary to



8









 




conform to applicable law so as to be valid and enforceable or, if such provision cannot
be so amended without materially altering the intention of the parties, then such
provision shall be stricken and the remainder of this Agreement shall continue in full
force and effect. If any provision of this Agreement is rendered illegal by any present
or future statute, law, ordinance or regulation (collectively the “Law”), then such
provision shall be curtailed or limited only to the minimum extent necessary to bring
such provision into compliance with the Law. All the other terms and provisions of this
Agreement shall continue in full force and effect without impairment or limitation.




     (f) No Assignment. This Agreement and all rights and obligations of the Executive
hereunder are personal to the Executive and may not be transferred or assigned by the
Executive at any time. The Company may assign its rights under this Agreement to any
entity that assumes the Company’s obligations hereunder in connection with any sale or
transfer of all or a substantial portion of the Company’s assets to such entity.



     (g) Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.



     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Company by its duly authorized officer, as of the day and year first above written.



	 	 	 	 	 

	 

	 	/s/ Mark Mendes
 

Mark Mendes
	 	 






	 	 	 	 	 	 	 

	 	 	Synchronoss Technologies, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	 
 

Stephen G. Waldis
	 	 
	 

	 	 	 	Chief Executive Officer and President	 	 






9









 





EXHIBIT A




[form of release]



[date]




[employee]



Dear [employee]:



This Mutual Release (“Agreement”) is made by and between Synchronoss Technologies, Inc. (the
“Company”) and (“Employee”).



1. (a) In consideration for receiving the benefits described in your Employment Agreement upon
termination, you waive and release and promise never to assert any claims or causes of action,
whether or not now known, against the Company or its predecessors, successors, or past or present
subsidiaries, officers, directors, agents, affiliates, employees and assigns, with respect to any
matter, including but not limited to, any matter arising out of or connected with your employment
with the Company or the termination of that employment, including without limitation, claims of
wrongful discharge, emotional distress, defamation, fraud, breach of contract, breach of the
covenant of good faith and fair dealing, failure to provide accommodation, any claims of
discrimination or harassment based on sex, age, race, national origin, disability or on any other
basis, under Title VII of the Civil Rights Act of 1964, as amended, the Pennsylvania Human Relation
Act, The Pennsylvania Wage Payment and Collection Law, as amended, the Americans with Disabilities
Act and all other laws and regulations, and common law relating to
employment. [need to conform to
state regulations]




     (b) In exchange for the covenants and agreements set forth herein, the Company hereby
releases, acquits, and forever discharges you, and each of your agents, attorneys, heirs,
executors, or assigns, past, present and future, of and from any and
all claims, liabilities,
demands, causes of action, costs, expenses, attorneys’ fees,
damages, indemnities and obligations
of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way related to your employment
(including termination thereof) at any time up to and including the date of this letter as set
forth above.


2. You expressly waive and release any and all rights and benefits under Section 1542 of the Civil
Code of the State of California (or any analogous law of any other state), which reads as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which, if known by him, must have materially
affected his settlement with the debtor.”




10









 




3. At all times in the future, you will remain bound by the Company’s Proprietary Information
and Invention Agreement (“PIIA”) signed by you on
September 12, 2008, a copy of which is attached.



4. You hereby agree that your Employment Agreement with the company is hereby terminate except that
[payments due] will survive such termination. [language will vary depending on reason for
termination.]



5. You agree that you will not disclose to others the fact or terms of this Agreement,
except that you may disclose such information to your attorney or accountant in order for
such individuals to render services to you or as required by valid subpoena from federal or
state court.



6. You agree that except as expressly provided in Paragraphs 3 and 4 of this Agreement,
this Agreement renders null and void any and all prior agreements between you and the
Company. You and the Company agree that, except as set forth in Paragraphs 3 and 4 above,
this Agreement constitutes the entire agreement between you and the Company regarding the
subject matter of this Agreement, and that this Agreement may be modified only in a written
document signed by you and a duly authorized officer of the Company.



7. This Agreement shall be construed and interpreted in accordance with the laws of the State
of New Jersey.



8. You agree that this Agreement may be executed in counterparts, each of which shall be an
original, but all of which together shall constitute one agreement. Execution of a facsimile
copy shall have the same force and effect as execution of an original, and a facsimile
signature shall be deemed an original and valid signature.



9. You acknowledge that by this agreement you have been informed to review this agreement
with counsel. You further acknowledge that you understand the consequences of this agreement
and the release(s) that it contains.



10. You have up to twenty-one (21) days after receipt of this Agreement within which to
review it, and to discuss it with an attorney of your own choosing
regarding whether or not
you wish to execute it. Furthermore, you have seven (7) days after you have signed this
Agreement during which time you may revoke this Agreement.



11. If you wish to revoke this Agreement, you may do so by delivering a letter of
revocation to me within seven (7) days. Because of this revocation period, you understand
that this Agreement shall not become effective or enforceable until the eighth day after
the date you sign this Agreement.




Please indicate your agreement with the above terms by signing below.




11









 





	 	 	 	 	 

	 

	 	Sincerely,	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 

Holly S. Marston,
	 	 
	 

	 	Director of Human Resources	 	 






	 	 	 

	 

	 	My agreement with the above terms is signified by my signature below. Furthermore, I
acknowledge that I have read and understand this Agreement and that I sign this release of all
claims voluntarily, with full appreciation that at no time in the future may I pursue any of the
rights I have waived in this Agreement.






	 	 	 

	Signed:
 /s/ Mark
Mendes                      
	 	Dated: 9-12-08






12









 





SYNCHRONOSS TECHNOLOGIES, INC.

PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT




     The following confirms an agreement between Mark Mendes and Synchronoss
Technologies, Inc., a Delaware corporation (and together with its subsidiaries,
the “Company”), which is a material part of the consideration for my employment
by Company:


1.
No Conflicts. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict with this Agreement or my employment with Company
other than my Employment Agreement dated as of September 12, 2008. I will not violate any agreement
with or rights of any third party or, except as expressly authorized by Company in writing
hereafter, use or disclose my own or any third party’s confidential information or intellectual
property when acting within the scope of my employment or otherwise on behalf of Company. Further,
I have not retained anything containing any confidential information of a prior employer or other
third party, whether or not created by me. For purposes of this Agreement, Wisor Telecom shall not
be deemed to be a prior employer.



2. Assignment of Inventions.
Company shall own all right, title and interest (including patent rights, copyright rights,
trade secret rights, mask work rights, sui generis database rights and all other intellectual and
industrial property rights of any sort throughout the world) relating to any and all inventions
(whether or not patentable), works of authorship, mask works, designs, know-how, ideas and
information (collectively, “Rights”) made or conceived or reduced to practice, in whole or in
part, by me during the term of my employment with Company to and only to the fullest extent
allowed by applicable law and which arise out of research or any other activities conducted by,
for or under the direction of Company, whether or not conducted at Company’s facilities, during
working hours or using Company assets, or
which relate directly or indirectly to methods, materials, apparatus, formulations, programs,
computer programs, designs, plans, models, specifications, techniques, products,
processes or devices, sold, leased, used or under consideration or development by Company
(collectively “Inventions”) and I will promptly disclose
all Inventions to Company. The term
Inventions shall not include any Rights that I develop (i) entirely on my own time (ii) without use
of Company assets, (iii) that do not relate to methods, materials, apparatus, formulations,
programs, computer programs, designs, plans, models, specifications, techniques,
products, processes or devices, sold, leased, used or under consideration or development by
Company and (iv) that could not be used by a Competing Business. I hereby make all assignments
to Company necessary to accomplish the foregoing. I shall further assist Company, at
Company’s expense, to further evidence, record and perfect such assignments, and to perfect,
obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. I hereby
irrevocably designate and appoint Company as my agent and attorney-in-fact to act for and in my
behalf to execute and file any document and to do all other lawfully permitted acts to further the
purposes of the foregoing with the same legal force and effect as if executed by me. If I wish
to clarify that something created by me prior to my employment that relates to Company’s actual or
proposed business is not within the scope of this Agreement, I have listed it on Appendix A. If I
use or disclose my own or any third party’s confidential information or intellectual
property when acting within the




 









 







scope of my employment or otherwise on behalf of Company, Company will have and I hereby
grant to Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable
right and license to exploit and exercise all such confidential information and intellectual
property rights therein.




     To the extent allowed by law, the terms of this Section 2 include all rights of paternity,
integrity, disclosure and withdrawal and any other rights that may be known as or referred to as
“moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the
extent I retain any such Moral Rights under applicable law, I hereby ratify and consent to any
action that may be taken with respect to such Moral Rights by or authorized by Company and agree
not to assert any Moral Rights with respect thereto. I will confirm any such ratifications,
consents and agreements from time to time as requested by Company.


3. Proprietary Information.  I agree that all Inventions and all other business, technical
and financial information (including, without limitation, the identity of and information relating
to customers, vendors, business partners or employees of Company) I develop, learn or obtain
during the term of my employment that relate to Company or the business or demonstrably
anticipated business of Company or that are received by or for Company in confidence, constitute
“Proprietary Information”. I will hold in confidence and not disclose or, except within the scope
of my employment, use any Proprietary Information. However, I shall not be obligated under this
paragraph with respect to information I can document is or becomes readily publicly available
without restriction through no fault of mine. Upon termination of my employment, I will
promptly return to Company all items containing or embodying Proprietary Information
(including all copies), except that I may keep my personal copies of (i) my compensation records,
(ii) materials distributed to shareholders generally and
(iii) this Agreement. I also recognize and
agree that I have no expectation of privacy with respect to Company’s telecommunications,
networking or information processing systems (including, without limitation, stored computer files,
email messages and voice messages) and that my activity and any files or messages on or using any
of those systems may be monitored at any time without notice.



4. Employment at Will.  I agree that this Agreement is not an employment contract
for any particular term and that I have the right to resign and Company has the right to terminate
my employment at will, at any time, for any or no reason, with or without cause. In addition,
this Agreement does not purport to set forth all of the terms and conditions of my employment, and,
as an employee of Company, I have obligations to Company which are not set forth in this Agreement.
However, the terms of this Agreement govern over any inconsistent terms and can only
be changed by a subsequent written agreement signed by the President of Company. The Company
and I agree, however, that nothing in this Agreement is inconsistent with the terms and
conditions of the Employment Agreement entered into between the Company and me.



5.
Survival.  I agree that my obligations under paragraphs 2, 3 and 4 of this
Agreement shall continue in effect after termination of my employment, regardless of the reason
or reasons for termination, and whether such termination is voluntary or involuntary on my part,
and that Company is entitled to communicate my obligations under this Agreement to any
future employer




2









 




I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS
WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN
MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND
FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY
COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.




	 	 	 	 	 	 	 	 	 

	SYNCHRONOSS TECHNOLOGIES, INC.	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	/s/ Mark A. Mendes	 	 
	 	 	 	 	 
	Signature	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	Name:
	 	Mark A. Mendes	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Date:
	 	9-12-08	 	 
	 

	 	 	 	 	 	 	 	 





 









 





Appendix A




PRIOR MATTER




     Patent
on Telephone Testing gear between myself, C. Tuerner and Rochester
Telephone.