EX-10.22



 





Exhibit 10.22








September 25, 2007



Eric Blachno



Dear Eric:




     You and Synacor, Inc. (the “Company”) signed an offer letter dated as of April 6, 2007 (the
“Offer Letter”), which was amended on April 22, 2007 (the “First Amendment”). This letter
supersedes and replaces Section 7 of the Offer Letter, as amended by the First Amendment, in its
entirety. The remaining terms of the Offer Letter, as amended by the First Amendment, remain in
full force and effect.




	 	7.	 	Severance Pay.






	 	a.	 	Pre IPO Date: If the Company terminates
your employment for any
reason other than Cause prior to the effective date of the registration
statement filed by the Company with the Securities and Exchange
Commission for its initial offering of its Common Stock to the public
(the “IPO Date”), then the Company shall pay you your base salary for
a period of 6 months following the termination of your employment.
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.
	 
	 	b.	 	IPO Date: If the Company terminates
your employment for any
reason other than Cause upon or following the IPO Date, then the
Company shall pay you a total amount equal to (a) your annual base
salary plus (b) your annual target bonus amount. Such annual 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 over a twelve-month period. Such annual target bonus
amount shall be paid, based on the annual target bonus amount for the
year in which the termination occurs, and in accordance with the
Company’s standard payroll procedures over a twelve-month period.
In addition, the Company will pay your COBRA premiums for a
twelve-month period following the date on which you and your
dependents lose health care coverage as a result of your employment
termination, provided that you and your dependents timely elect
COBRA.
	 
	 	c.	 	Change of Control Severance Benefits:
You will also sign the
attached agreement, entitled Change of Control Severance Agreement,
which provides for certain severance benefits in the event that there
are certain employment terminations following a change of control of
the Company, as set forth in further detail in the attached agreement.
	 
	 	d.	 	Release of Claims: This Section 7 will
not apply unless you (i) have
returned all Company property in your possession, and (ii) have executed a general release of all claims that you may have against the




 









 






	 	 	 	Company or persons affiliated with the Company. The release must be in
the form prescribed by the Company, without alterations. The Company
will deliver the form to you within 30 days after your employment
terminates. You must execute the release within the period set forth in
the prescribed form. The payments under Subsections (a) or (b) above, as
applicable, will commence on the Company’s first regularly scheduled
payroll date following the effective date of the release of claims.
	 
	 	e.	 	Code Section 409A: Notwithstanding any
other provision, if the Company determines that you are a “specified
employee” under Section 409A(a)(2)(B)(i) of the Internal Revenue Code
of 1986, as amended (the “Code”), when your employment terminates,
then (i) the payments under Subsection (a) or (b) above, as
applicable, to the extent not exempt from Section 409A of the Code,
will commence on the earliest practicable date that occurs more than
six months after the termination of your employment and (ii) the
installments that otherwise would have been paid during the first six
months after the termination of your employment will be paid in a lump
sum on the first day of the seventh month after the termination of
your employment. The amount of the payments under Subsection (a) or
(b), as applicable, will be reduced by the amount of any severance pay
or pay in lieu of notice that you receive from the Company under a
federal or state statute (including, without limitation, the WARN
Act).





     We hope that you will accept this amendment to the Offer Letter (“Second Amendment”). Except
as amended by this Second Amendment, the Offer Letter, as amended by the First Amendment, remains
in full force and effect.



     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 Second Amendment to the Offer Letter:




	 	 	 
	/s/ Eric Blachno
 

Signature of Eric Blachno

	 	 





Dated:      9/25/07



Attachment: Change of Control Severance Agreement