| • | | | David Clark:
On June 14, 2021, we granted Mr. Clark (i) an option to purchase 86,486 shares of our Common Stock, (ii) a restricted Common Stock award of 86,486 shares, and (iii) a target award of 172,973 2021-2023 Performance-Based Restricted Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2021, 2022 and 2023 discussed in the Compensation Discussion and Analysis section in this Proxy Statement. Mr. Clark left his employment with the Company effective August 9, 2021 and therefore all of these equity awards have been cancelled.
Description of Awards Granted in 2020
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Jeffrey Miller:
On February 20, 2020, we granted Mr. Miller (i) an option to purchase 36,832 shares of our Common Stock and (ii) a target award of 110,497 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.
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Synchronoss Technologies 49
TABLE OF CONTENTS Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding each unexercised option and all unvested stock held by each of our NEOs as of December 31, 2021: | Jeffrey Miller | | | 65,025(2) | | | 19,332 | | | 6.20 | | | 11/2/2025 | | | | | | | | | | | | | | | | | | 18,615(3) | | | 11,169 | | | 6.88 | | | 6/6/2026 | | | | | | | | | | | | | | | | | | 12,277(4) | | | 24,555 | | | 5.43 | | | 2/20/2027 | | | | | | | | | | | | | | | | | | | | | 250,948(5) | | | 3.95 | | | 3/8/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,242(6) | | | 73,790 | | | | | | | | | | | | | | | | | | | | | | | | 14,767(7) | | | 36,031 | | | | | | | | | | | | | | | | | | | | | | | | 151,899(8) | | | 370,634 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 69,620(9) | | | 327,214 | | | | | | | | | | | | | | | | | | | | | | | | 110,497(10) | | | 519,335 | | | | | | | | | | | | | | | | | | | | | | | | 303,797(11) | | | 893,163 | | | Taylor Greenwald | | | | | | 206,711(12) | | | 2.50 | | | 11/1/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 360,000(13) | | | 878,400 | | | | | | | | | Christopher Hill | | | 5,522(13) | | | 2,761 | | | 6.88 | | | 6/6/2026 | | | | | | | | | | | | | | | | | | 6,906(4) | | | 13,812 | | | 5.43 | | | 2/20/2027 | | | | | | | | | | | | | | | | | | 3,500(14) | | | 10,500 | | | 3.43 | | | 7/1/2027 | | | | | | | | | | | | | | | | | | | | | 25,000(15) | | | 3.74 | | | 9/11/2027 | | | | | | | | | | | | | | | | | | | | | 35,135(16) | | | 2.94 | | | 6/14/2028 | | | | | | | | | | | | | | | | | | | | | 33,334(17) | | | 2.25 | | | 10/18/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,125(18) | | | 7,625 | | | | | | | | | | | | | | | | | | | | | | | | 3,520(7) | | | 8,588 | | | | | | | | | | | | | | | | | | | | | | | | 35,135(19) | | | 85,729 | | | | | | | | | | | | | | | | | | | | | | | | 33,334(20) | | | 81,335 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 136,937(11) | | | 356,595 | | | Patrick Doran | | | 64,152(21) | | | | | | 16.33 | | | 5/8/2024 | | | | | | | | | | | | | | | | | | 21,532(22) | | | 938 | | | 10.62 | | | 4/5/2025 | | | | | | | | | | | | | | | | | | 11,169(3) | | | 18,615 | | | 6.88 | | | 6/6/2026 | | | | | | | | | | | | | | | | | | 15,346 | | | 30,694.000(4) | | | 5.43 | | | 2/20/2027 | | | | | | | | | | | | | | | | | | | | | 67,568.000(16) | | | 2.94 | | | 6/14/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,767(7) | | | 36,031 | | | | | | | | | | | | | | | | | | | | | | | | 67,568(19) | | | 164,866 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 69,620(9) | | | 327,214 | | | | | | | | | | | | | | | | | | | | | | | | 138,121(10) | | | 649,169 | | | | | | | | | | | | | | | | | | | | | | | | 135,135(11) | | | 733,783 | | | Louis Ferraro | | | 5,522(13) | | | 2,761 | | | $6.88 | | | 06/06/2026 | | | | | | | | | | | | | | | | | | 6,906(4) | | | 13,812 | | | $5.43 | | | 02/20/2027 | | | | | | | | | | | | | | | | | | | | | 25,000(23) | | | $3.74 | | | 09/11/2027 | | | | | | | | | | | | | | | | | | | | | 29,730(16) | | | $2.94 | | | 06/14/2028 | | | | | | | | | | | | | | | | | | | | | 20,000(24) | | | $2.91 | | | 08/05/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 937(18) | | | 2,286 | | | | | | | | | | | | | | | | | | | | | | | | 3,520(7) | | | 8,589 | | | | | | | | | | | | | | | | | | | | | | | | 29,730(19) | | | 72,541 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,459(11) | | | 174,809 | |
(1)
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David Clark:
On February 20, 2020, we granted Mr. Clark (i) an option to purchase 58,931 shares of our Common Stock and (ii) a target award of 176,795 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.
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Patrick Doran:
On February 20, 2020, we granted Mr. Doran (i) an option to purchase 46,040 shares of our Common Stock and (ii) a target award of 138,121 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.
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Christopher Hill:
On February 20, 2020, we granted Mr. Hill an option to purchase 20,718 shares of our Common Stock. On July 1, 2020, we granted Mr. Hill an option to purchase 14,000 shares of our Common On September 11, 2020, we granted Mr. Hill an option to purchase 25,000 shares of our Common Stock.
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Ronald Prague:
On February 20, 2020, we granted Mr. Prague (i) an option to purchase 27,624 shares of our Common Stock and (ii) a target award of 82,872 2020-2022 Performance Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.
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Glenn Lurie:
On February 20, 2020, we granted Mr. Lurie (i) an option to purchase 184,162 shares of our Common Stock and (ii) a target award of 552,486 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 discussed in the Compensation Discussion and Analysis section in this Proxy Statement. Mr. Lurie resigned from our Company and therefore all of his equity awards have been cancelled.
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Mary Clark:
On February 20, 2020, we granted Ms. Clark (i) an option to purchase 36,832 shares of our Common Stock and (ii) a target award of 110,497 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 discussed in the Compensation Discussion and Analysis section in this Proxy Statement. Ms. Clark was terminated without cause from our Company and therefore all of her equity awards have been cancelled.
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Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding each unexercised option and all unvested stock held by each of our NEOs as of December 31, 2020:
| | | | | Option Awards | | | Stock Awards | | | | | Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)(21) | | | | | Jeffrey Miller | | | | | 43,936(2) | | | | | | 40,421 | | | | | | 6.20 | | | | | | 11/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,169(3) | | | | | | 18,615 | | | | | | 6.88 | | | | | | 6/6/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 36,832(4) | | | | | | 5.43 | | | | | | 2/20/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 60,484(5) | | | | | | 284,274 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,535(6) | | | | | | 138,815 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 69,620(7) | | | | | | 327,214 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 110,497(8) | | | | | | 519,335 | | | | | | David Clark | | | | | 78,873(9) | | | | | | 51,676 | | | | | | 6.41 | | | | | | 7/6/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,870(3) | | | | | ��� | 29,784 | | | | | | 6.88 | | | | | | 6/6/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 58,931(4) | | | | | | 5.43 | | | | | | 2/20/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 62,402(10) | | | | | | 293,289 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 47,257(6) | | | | | | 221,108 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 111,392(7) | | | | | | 523,542 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 176,795(8) | | | | | | 830,937 | | | | | | Christopher Hill | | | | | 2,761(11) | | | | | | 5,522 | | | | | | 6.88 | | | | | | 6/6/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,718(4) | | | | | | 5.43 | | | | | | 2/20/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,000(12) | | | | | | 3.43 | | | | | | 7/1/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,000(13) | | | | | | 3.74 | | | | | | 9/11/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,625(14) | | | | | | 73,438 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,040(6) | | | | | | 33,088 | | | | | | | | | | | | | | | | | | Ronald Prague | | | | | 11,936(15) | | | | | | 4,917 | | | | | | 10.62 | | | | | | 4/5/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,377(3) | | | | | | 13,961 | | | | | | 6.88 | | | | | | 6/6/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,624(4) | | | | | | 5.43 | | | | | | 2/20/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,416(16) | | | | | | 34,855 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,151(6) | | | | | | 104,110 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,960(17) | | | | | | 192,512 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 52,215(7) | | | | | | 245,410 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 82,872(8) | | | | | | 389,498 | | | | | | Patrick Doran | | | | | 355(18) | | | | | | 32.40 | | | | | | 2/13/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 58,469(19) | | | | | | 6,683 | | | | | | 16.33 | | | | | | 5/8/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,915(14) | | | | | | 6,555 | | | | | | 10.62 | | | | | | 4/5/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,169(3) | | | | | | 18,615 | | | | | | 6.88 | | | | | | 6/6/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 46,040(4) | | | | | | 5.43 | | | | | | 2/20/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,613(20) | | | | | | 26,381 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,888(16) | | | | | | 46,474 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,535(6) | | | | | | 138,815 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 54,614(17) | | | | | | 256,686 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 69,620(7) | | | | | | 327,214 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 138,121(8) | | | | | | 649,169 | | | |
(1)
Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing market price per share of our Common Stock on December 31, 2020,2021, which was the last trading day of 2020,2021, which was $4.70$2.44 per share. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our Common Stock. Each of the options and restricted shares automatically vest if we are acquired and the NEO is either involuntarily terminated or voluntarily resigns for good reason under certain circumstances following our change of control, as discussed in more detail below under “Employment Agreements.”
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