Exhibit 10.2

 

	
Inducement Stock Option Agreement
    	
 
    	
Synchronoss   Technologies, Inc.
   ID:
   200 Crossing Boulevard
   Bridgewater, NJ 08807
    


 


	
%%FIRST_NAME%-% %%MIDDLE_NAME%-% %%LAST_NAME%-%
    %%ADDRESS_LINE_1%-%
    %%ADDRESS_LINE_2%-%
    %%CITY%-%, %%STATE%-% %%COUNTRY%-% %%ZIPCODE%-%
    	
 
    	
Grant Number:
    Type:
    ID:
    	
 
    	
%%OPTION_NUMBER%-%
    %%Inducement Grant%-%
    %%EMPLOYEE_IDENTIFIER%-%
    




 

You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions in the 2015 Equity Incentive Plan and the Inducement Option Agreement, as follows:

 

	
Date of Grant:
    	
 
    	
%%OPTION_DATE,’MM/DD/YYYY’%-%
    
	
 
    	
 
    	
 
    
	
Vesting Commencement Date:
    	
 
    	
%%HIRE_DATE%-%
    
	
 
    	
 
    	
 
    
	
Exercise Price Per Share:
    	
 
    	
%%OPTION_PRICE,’$999,999,999.9999’%-%
    
	
 
    	
 
    	
 
    
	
Total Number of Options Granted:
    	
 
    	
%%TOTAL_SHARES_GRANTED,’999,999,999’%-%
    
	
 
    	
 
    	
 
    
	
Total Exercise Price:
    	
 
    	
%%TOTAL_OPTION_PRICE,’$999,999,999.99’%-%
    
	
 
    	
 
    	
 
    
	
Type of Option:
    	
 
    	
%%OPTION_TYPE_LONG%-%
    
	
 
    	
 
    	
 
    
	
Expiration Date of Option:
    	
 
    	
%%EXPIRE_DATE_PERIOD1,’MM/DD/YYYY’%-%
    


 

The shares shall vest with respect to the first 25% of the shares when the individual completes 12 months of continuous service after the vesting commencement date.  The shares shall vest with respect to an additional 1/48th of the shares when you complete each month of continuous service thereafter.

 

Recipient understands and agrees that the %%OPTION_TYPE_LONG%-% is an inducement grant and  that the shares are not issued under the Company’s 2015 New Hire Equity Incentive Plan (the “Plan”), but is otherwise subject to all terms and conditions of the Plan.  Recipient further agrees to be bound by the terms of the Plan and the terms of the Plan as set forth in the %%OPTION_TYPE_LONG%-% Agreement and any Addenda to such %%OPTION_TYPE_LONG%-% Agreement attached hereto as Exhibit A.  A copy of the Plan is available upon request made to the Corporate Secretary at the Company’s principal offices.

 

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY SECURITIES LAWS OF ANY U.S. STATE, AND MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.  IN THE ABSENCE OF REGISTRATION OR THE AVAILABILITY (CONFIRMED BY OPINION OF COUNSEL) OF AN ALTERNATIVE EXEMPTION FROM REGISTRATION UNDER THE ACT

 











 

(INCLUDING WITHOUT LIMITATION IN ACCORDANCE WITH REGULATION S UNDER THE ACT), THESE SHARES MAY NOT BE SOLD, REOFFERED, PLEDGED, ASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OR DISPOSED OF.  HEDGING TRANSACTIONS INVOLVING THESE SHARES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

 

No Employment or Service Contract. Nothing in this Notice or in the attached %%OPTION_TYPE_LONG%-% Agreement or in the Plan shall confer upon Recipient any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining Recipient) or of Recipient, which rights are hereby expressly reserved by each, to terminate Recipient’s Service at any time for any reason, with or without cause.

 

You further agree that the Company may deliver 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 web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 

Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the %%OPTION_TYPE_LONG%-% Agreement.

 

 

	
 
    	
Synchronoss   Technologies, Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Chief Financial   Officer & Treasurer
    


 

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SYNCHRONOSS TECHNOLOGIES, INC.

 

INDUCEMENT

 

STOCK OPTION AGREEMENT

 

	
Tax Treatment
    	
 
    	
This option is intended to be an incentive stock   option under section 422 of the Internal Revenue Code or a non-statutory   stock option, as provided in the Notice of Stock Option Grant.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This option becomes exercisable in installments, as   shown in the Notice of Stock Option Grant.

 

This option will in no event become exercisable for   additional shares after your Service has terminated for any reason. For   purposes of this Agreement, “Service”   means your service as an Employee, Outside Director or Consultant.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This option expires in any event at the close of   business at Company headquarters on the Expiration Date shown in the Notice   of Stock Option Grant, which is not later than the day before the 7th anniversary of the Date of Grant. (It will   expire earlier if your Service terminates, as described below.)
    
	
 
    	
 
    	
 
    
	
Regular Termination
    	
 
    	
If your Service terminates for any reason except   death or total and permanent disability, then this option will expire at the   close of business at Company headquarters on the date three months after your   termination date. The Company determines when your Service terminates for   this purpose.
    
	
 
    	
 
    	
 
    
	
Death
    	
 
    	
If you die before your Service terminates, then this   option will expire at the close of business at Company headquarters on the   date 12 months after the date of death.
    
	
 
    	
 
    	
 
    
	
Disability
    	
 
    	
If your Service terminates because of your total and   permanent disability, then this option will expire at the close of business   at Company headquarters on the date 12 months after your termination date.

 

For all purposes under this Agreement, “total and   permanent disability” means that you are unable to engage in any substantial   gainful activity by reason of any medically determinable physical or mental   impairment which can be expected to result in death or which has lasted, or   can be expected to last, for a continuous period of not less than one year.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time 
    	
 
    	
For purposes of this option, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by   the Company in writing. But your Service
    


 

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Work
    	
 
    	
terminates when the approved leave ends, unless you   immediately return to active work.

 

If you go on a leave of absence, then the vesting   schedule specified in the Notice of Stock Option Grant may be adjusted in   accordance with the Company’s leave of absence policy or the terms of your   leave. If you commence working on a part-time basis, then the vesting   schedule specified in the Notice of Stock Option Grant may be adjusted in   accordance with the Company’s part-time work policy or the terms of an   agreement between you and the Company pertaining to your part-time schedule.
    
	
 
    	
 
    	
 
    
	
Restrictions on Exercise
    	
 
    	
The Company will not permit you to exercise this   option if the issuance of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
When you wish to exercise this option, you must   notify the Company by filing the proper “Notice of Exercise” form at the   address given on the form. Your notice must specify how many shares you wish   to purchase. Your notice must also specify how your shares should be   registered. The notice will be effective when the Company receives it.

 

If someone else wants to exercise this option after   your death, that person must prove to the Company’s satisfaction that he or   she is entitled to do so.
    
	
 
    	
 
    	
 
    
	
Form of Payment
    	
 
    	
When you submit your notice of exercise, you must   include payment of the option exercise price for the shares that you are   purchasing. To the extent permitted by applicable law, payment may be made in   one (or a combination of two or more) of the following forms:

 

·                  Your   personal check, a cashier’s check or a money order.

 

·                  Certificates   for shares of Company stock that you own, along with any forms needed to   effect a transfer of those shares to the Company. The value of the shares,   determined as of the effective date of the option exercise, will be applied   to the option exercise price. Instead of surrendering shares of Company   stock, you may attest to the ownership of those shares on a form provided by   the Company and have the same number of shares subtracted from the option   shares issued to you. However, you may not surrender, or attest to the   ownership of, shares of Company stock in payment of the exercise price if   your action would cause the Company to recognize compensation expense (or   additional compensation expense) with respect to this option for financial   reporting purposes.

 

·                  Irrevocable   directions to a securities broker approved by the Company to sell all or part   of your option shares and to deliver to the Company from the sale proceeds an   amount sufficient to pay the option exercise price and any withholding taxes.   (The balance of the sale proceeds, if any, will be delivered to you.) The   directions must be given by signing a special “Notice of Exercise” form provided   by the Company.
    


 

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Withholding Taxes and Stock Withholding
    	
 
    	
You will not be allowed to exercise this option   unless you make arrangements acceptable to the Company to pay any withholding   taxes that may be due as a result of the option exercise. With the Company’s   consent, these arrangements may include withholding shares of Company stock   that otherwise would be issued to you when you exercise this option. The   value of these shares, determined as of the effective date of the option   exercise, will be applied to the withholding taxes.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any option shares at a time   when applicable laws, Company policies or an agreement between the Company and   its underwriters prohibit a sale. This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer of Option
    	
 
    	
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 a beneficiary designation.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
Your option or this Agreement does not give you the   right to be retained by the Company or a subsidiary of the Company in any   capacity. The Company and its subsidiaries reserve the right to terminate   your Service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Stockholder Rights
    	
 
    	
You, or your estate or heirs, have no rights as a   stockholder of the Company until you have exercised this option by giving the   required notice to the Company and paying the exercise price. No adjustments   are made for dividends or other rights if the applicable record date occurs   before you exercise this option, except as described in the Plan.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a stock split, a stock dividend or a   similar change in Company stock, the number of shares covered by this option   and the exercise price per share may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of Delaware (without regard to their   choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan is incorporated in this   Agreement by reference. Capitalized terms not otherwise defined in this   Agreement shall be defined as set forth in the Plan.
    


 

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This Agreement and the Plan constitute the entire   understanding between you and the Company regarding this option. Any prior   agreements, commitments or negotiations concerning this option are   superseded. This Agreement may be amended only by another written agreement   between the parties.
    


 

BY ACCEPTING THIS GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

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