Shutterfly 2008 Annual Report Download - page 73

Exhibit 10.19
Personal and Confidential
May 17, 2007
Kathryn E. Olson
3 Circle Avenue
Mill Valley, CA 94941
RE: Offer of Employment
Dear Kathryn:
Shutterfly, Inc. (the “Company” or “Shutterfly”) is pleased to offer you the opportunity to join Shutterfly. You are being offered a position as Senior Vice President and Chief
Marketing Officer reporting to me. If you decide to join us, your start date will be May 31, 2007.
Compensation
Your annual base pay will be $250,000, 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 to be approved by the Compensation Committee for 2007. Under the Executive Bonus Plan, it is anticipated
that you will be eligible for a bonus of up to 30% of your base pay based upon you and the Company reaching certain performance goals.
Hire in Bonus
Shutterfly will provide you with a hire in bonus of $50,000 less applicable withholding. If you terminate prior to one (1) year of employment you will be responsible for reimbursing
the Company a prorated portion of the bonus.
Stock Option
Subject to the approval of the Company’s Board of Directors, you will be granted a stock option (the “Option”) to purchase 200,000 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 Option in accordance with the Board’s stock option grant procedures. Since you
will be an executive officer, our procedure provides for stock option grants only four times a year (on February 29, May 31, August 31 and November 30). Therefore, since your start
date is May 31, your vesting start date and pricing for the option will both occur on such date. Your Option will be subject to terms, conditions and restrictions similar to those
contained in the Company’s 2006 Equity Incentive Plan (the “Plan”) and the execution of a stock option agreement adopted pursuant to such Plan.
Change in Control
If the Company is subject to a Corporate Transaction (as defined in the Plan) whereas, (1) you will no longer be the Chief Marketing Officer of Shutterfly, or (2) your role is materially
diminished, or (3) the corporate office is moved 50 miles or more and you choose not to relocate with the Company, then the Company will agree to pay you severance of six (6)
months following the termination of your employment and accelerate your vesting schedule by 12 months from that date. Your severance pay will be paid in accordance with the
Company’s standard payroll procedures. However, to receive this severance you must (1) sign a general release (in a form prescribed by the Company) and (b) return all the Company
property.
Relocation
Shutterfly will provide reimbursement for actual relocation expenses, not to exceed $25,000. 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 to your new location. Some of these reimbursed relocation expenses may be considered income
and therefore taxable under federal and/or state laws. You are encouraged to seek advice from a personal tax advisor to determine the impact of relocation income and new location
taxes. If you voluntarily terminate your employment in the first year of employment you will be responsible for reimbursing the Company a prorated portion of the relocation expenses.
Benefits
As an employee, you will also be eligible to receive certain employee benefits including medical and dental coverage. The medical, dental and vision coverage begin on your date of
hire as an employee. Additionally, you are eligible to participate in the Company’
s 401(k) plan. The Company reserves the right to revise or discontinue any or all of its benefit plans, at
any time, in the Company’s sole discretion. Enclosed is some information on the Company benefit plans.
Holidays
Shutterfly generally observes twelve (12) paid holidays each calendar year. The holiday schedule may change at management’s discretion.
Paid Time Off
In order to allow you flexibility with your free time, the Company has a paid time off policy. You begin to accrue paid time off on your date of hire. You will accrue fifteen (15) days of
paid time off per year for your first three (3) years of employment, subject to the paid time off policy.
Introductory Period
Your first ninety (90) days of work is known as an “Introductory Period”. This “getting acquainted” period gives the Company the opportunity to determine your ability to perform
your job. It also provides you with the opportunity to determine if you are satisfied with the job and the Company. Either you or the Company can terminate the employment
relationship at any time during or after the Introductory Period, with or without Cause or advance notice.
Employment Eligibility Verification
For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United
States. Such documentation must be provided to us within three (3) business days of your date of hire with the Company, or our employment relationship with you may be terminated.
Employment at Will
If you choose to accept this offer, your employment with the Company will be voluntarily entered into and will be for no specified period. As a result, you will be free to resign at any
time, for any reason, as you deem appropriate. The Company will have a similar right and may terminate its employment relationship with you at any time, with or without Cause or
advance notice.
Acceptance of Offer
To indicate your acceptance of the terms of this offer, please sign and date in the space provided below and return an executed copy to Shutterfly; 2800 Bridge Parkway; Redwood City,
CA 94065; Attention: Human Resources or via Fax to (650) 610–
5280 no later than May 24, 2007 after which this offer will expire. A duplicate original is enclosed for your records. In
addition to this letter, your offer of employment is conditioned upon your: (1) completion and signing of the Shutterfly employment application; (2) successful completion of a
background and reference check and (3) your signing of the Shutterfly Employee Invention Assignment and Confidentiality Agreement (and any other similar agreements relating to
proprietary rights between you and the Company).
In the event of any dispute or claim relating to or arising out of your employment relationship with the Company, this agreement, or the termination of your employment with the
Company for any reason (including, but not limited to, any claims of breach of contract, wrongful termination or age, sex, race, national origin, disability or other discrimination or
harassment), all such disputes shall be fully, finally and exclusively resolved by binding arbitration conducted by JAMS under JAMS Employment Arbitration Rules and Procedures
then in effect, which are available online at JAMS’ website at www.jamsadr.org You and the Company hereby waive your respective rights to have any such disputes or claims tried
before a judge or jury.