Shutterfly 2011 Annual Report Download - page 78

Exhibit 10.24
2006 Equity Incentive Plan, as amended
SHUTTERFLY, INC.
2006 Equity Incentive Plan
(adopted by the Board on June 20, 2006)
(amended and restated on May 20, 2010)
1. PURPOSE
. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present
and potential contributions are important to the success of the Company, and any Parents and Subsidiaries that exist now or in the future, by
offering them an opportunity to participate in the Company’
s future performance through the grant of Awards. Capitalized terms not defined
elsewhere in the text are defined in Section 27.
2. SHARES SUBJECT TO THE PLAN .
2.1 Number of Shares Available
. Subject to Sections 2.2 and 21.2, the total number of Shares reserved and available
for grant and issuance pursuant to this Plan as of March 24, 2010 is Four Million Nine Hundred Fifty-Five Thousand Seven Hundred Thirty-
Five
(4,955,735) Shares, which number includes the Ninety-
Three Thousand (93,000) authorized shares not issued or subject to outstanding grants
under the Company’s 1999 Stock Plan (the “ 1999 Plan ”)
on the date the 1999 Plan was terminated. Subject to Sections 2.2 and 21.2 hereof,
Shares subject to Awards, and Shares issued upon exercise of Awards, will again be available for grant and issuance in connection with
subsequent Awards under this Plan to the extent such Shares: (i) are subject to issuance upon exercise of an Option or SAR granted under this
Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR; (ii) are subject to Awards
granted under this Plan that are forfeited or are repurchased by the Company at the original issue price; or (iii) are subject to Awards granted
under this Plan that otherwise terminate without such Shares being issued. Options and SARs to be settled in shares of the Company’
s Common
Stock shall be counted in full against the number of Shares available for award under the Plan, regardless of the number of Shares actually issued
upon exercise of the Option or upon settlement of the SAR. In the event that Participant tenders or the Company withholds Shares to pay either
the Exercise Price of an Award or the withholding taxes due upon the exercise of an Award, (i) the full number of Shares exercised (including
such number of Shares used to pay the Exercise Price or withholding taxes) shall reduce the Number of Shares available for issuance under the
Plan and (ii) such number of Shares used to pay the Exercise Price or withholding taxes shall not be added to the Shares authorized for grant
under the Plan. The number of Shares available for grant and issuance under the Plan shall be increased as follows: (i) on January 1, 2011 by
three and one-
half percent (3.5%) of the number of Shares issued and outstanding on the December 31 immediately prior to the date of the
increase; (ii) on January 1, 2012 by three and three tenths percent (3.3%) of the number of Shares issued and outstanding on the December 31
immediately prior to the date of the increase and (iii) on January 1, 2013 by three and one tenth percent (3.1%) of the number of Shares issued
and outstanding on the December 31 immediately prior to the date of the increase. No more than 7,000,000 Shares shall be issued pursuant to
the exercise of ISOs. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the
requirements of all outstanding Awards granted under this Plan.
2.2 Adjustment of Shares . In the event that the number or type of outstanding shares of the Company’
s Common Stock
is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then (a) the number and class of Shares reserved for issuance under this Plan, (b) the
Exercise Prices of outstanding Options and SARs, (c) the number of Shares subject to outstanding Options and SARs and (d) if any such
occurrence is after the Effective Date, the maximum number of Shares that may be granted pursuant to Section 3 shall be proportionately
adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws;
provided , however , that fractions of a Share will not be issued.
3. ELIGIBILITY
. ISOs (as defined in Section 5 below) may be granted only to employees (including officers and directors
who are also employees) of the Company or of a Parent or Subsidiary of the Company. All other Awards may be granted to employees, officers,
directors, consultants, independent contractors and advisors of the Company or any Parent or Subsidiary of the Company; provided
such
consultants, independent contractors and advisors render bona fide services not in connection with the offer and sale of securities in a capital-
raising transaction. No person will be eligible to receive more than one million (1,000,000) Shares in any calendar year under this Plan pursuant
to the grant of Awards hereunder, other than new employees of the Company or of a Parent or Subsidiary of the Company (including new
employees who are also officers and directors of the Company or any Parent or Subsidiary of the Company), who are eligible to receive up to a
maximum of two million (2,000,000) Shares in the calendar year in which they commence their employment. A person may be granted more
than one Award under this Plan.