Shutterfly 2011 Annual Report Download - page 118

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8. 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.
9. 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.
10. 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.
11. No Rights as Employee, Director or Consultant . Nothing in this Agreement shall affect in any manner whatsoever the right or
power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant
’
s employment, for any reason, with or without cause.
By your signature and the signature of the Company’
s representative on the Notice of Grant, Participant and the Company agree that
this RSU is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and this Agreement. Participant has
reviewed the Plan, the Notice of Grant and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement, and fully understands all provisions of the Plan, the Notice of Grant and this Agreement. Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of
Grant and this Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address.