Shutterfly 2011 Annual Report Download - page 111

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SHUTTERFLY, INC.
STOCK BONUS AGREEMENT TO THE
SHUTTERFLY, INC. 2006 EQUITY INCENTIVE PLAN
Unless otherwise defined herein, the terms defined in the Company’s 2006 Equity Incentive Plan (the “Plan”)
shall have the same defined
meanings in this Stock Bonus Agreement (the “Agreement”).
You have been granted a Stock Bonus Award (“Stock Bonus Award”)
subject to the terms, restrictions and conditions of the Plan, the Notice of
Stock Bonus Award (“Notice of Grant”) and this Agreement.
1. Settlement . Stock Bonus Awards shall be settled in Shares and the Company’
s transfer agent shall record ownership of such Shares
in Participant’s name as soon as reasonably practicable.
2. Stockholder Rights .
Participant shall have no right to dividends or to vote such Shares other than as provided under Section 15 of
the Plan and applicable law.
3. Non-Transferable .
Unvested Shares, and unvested Stock Bonus Awards, and any interest in either shall not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed of by Participant or any person whose interest derives from Participant’
s
interest. “Unvested Shares” are Shares that have not yet vested pursuant to the terms of the vesting schedule set forth in the Notice of Grant.
4. Termination . If Participant’
s continuous employment with the Company or any of its subsidiaries shall terminate for any reason, all
Unvested Shares shall be forfeited to the Company forthwith, and all rights of Participant to such Unvested Shares shall immediately
terminate. In case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such
Termination has occurred and the effective date of such Termination.
5. Acknowledgement .
The Company and Participant agree that the Stock Bonus Award is granted under and governed by this
Agreement the Notice of Grant and by the provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges receipt of a
copy of the Plan and the Plan prospectus, (ii) represents that Participant has carefully read and is familiar with their provisions, and (iii) hereby
accepts the Stock Bonus Award subject to all of the terms and conditions set forth herein and those set forth in the Plan, this Agreement and the
Notice of Grant.
6. Tax Consequences .
Participant acknowledges that there will be tax consequences upon vesting of the Stock Bonus Awards or
disposition of the Shares, if any, received in connection therewith, and Participant should consult a tax adviser regarding Participant’
s tax
obligations prior to such vesting or disposition. The included amount will be treated as ordinary income by Participant and will be subject to
withholding by the Company. Before any shares subject to this Agreement are issued, the Participant must provide funds to the Company equal
to the amount of the Company’
s tax withholding obligations(s). Information on possible arrangements can be obtained from the
Company. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as short-term or long-
term capital gain or
loss, depending on whether the Shares are held for more than one year from the date of settlement.
7. Compliance with Laws and Regulations .
The issuance of Shares will be subject to and conditioned upon compliance by the
Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or
automated quotation system on which the Company’s Common Stock may be listed or quoted at the time of such issuance or transfer.
8. Successors and Assigns . The Company may assign any of its rights under this Agreement.
This Agreement shall be binding upon
and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will
be binding upon Participant and Participant’s heirs, executors, administrators, legal representatives, successors and assigns.
9. Governing Law; Severability .
The Plan and Notice of Grant are incorporated herein by reference. The Plan, the Notice of Grant
and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Agreement is governed by
California law except for that body of law pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be
illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully
effective and enforceable.