Shutterfly 2007 Annual Report Download - page 86

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EXHIBIT 10.15
Personal and Confidential
January 17, 2007
Dwayne Black
531 Hahn Drive
Shakopee, MN 55379
RE: Offer of Employment
Dear Dwayne:
Shutterfly, Inc. (the “Company” or “Shutterfly”) is pleased to offer you the opportunity to join Shutterfly. You are being offered a position as
SVP of Manufacturing reporting to me. If you decide to join us, your annual base pay will be $220,000 less applicable taxes and withholdings.
You will be paid semimonthly in accordance with the Company’s normal payroll procedure. Additionally, you will be eligible to participate in
the Executive Bonus Plan as approved by the Compensation Committee in 2007. It is anticipated that your position will be eligible for a bonus
up to 25% of your base pay based upon you and the Company reaching certain goals. Your regular location will be determined no later than
January 31, 2007. You will be required to travel to Hayward, CA and Charlotte, NC for the first 6 months. Shutterfly may change your
position, compensation, duties and work location from time to time, as it deems appropriate.
Subject to the approval of the Company’s Board of Directors, you will be granted an option to purchase 135,000 shares of the Company’s
Common Stock, at an exercise price equal to the fair market value of the Common Stock on the date the Board grants your stock option or on
your first date of employment with the Company, whichever is later. Your option will be subject to all of the terms, conditions and restrictions
of the Company’s 2006 Stock Plan (the “Plan”) and the execution of a stock option agreement pursuant to such Plan.
Relocation
Shutterfly will provide reimbursement for actual relocation expenses, not to exceed $50,000. Such relocation expenses may include the
following: the cost of packing and unpacking, moving and insuring household goods and personal effects of your household goods in MN to
your new location and 2 housing hunting trips for you and your spouse and transportation costs for you and your family for the move. Some of
these reimbursed relocation expenses may be considered income and