Shutterfly 2011 Annual Report Download - page 88

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Please find page 88 of the 2011 Shutterfly annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

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“ Company ” means Shutterfly, Inc. or any successor corporation.
“ Corporate Transaction ”
means (a) a merger or consolidation in which the Company is not the surviving corporation (other than a
merger or consolidation with a wholly-
owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in
which there is no substantial change in the stockholders of the Company and the Awards granted under the Plan are assumed or replaced by the
successor corporation, which assumption shall be binding on all Participants), (b) a dissolution or liquidation of the Company, (c) the sale of
substantially all of the assets of the Company, (d) a merger in which the Company is the surviving corporation but after which the stockholders
of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that
merges, with the Company in such merger) cease to own their shares or other equity interest in the Company; or (e) any other transaction which
qualifies as a “corporate transaction”
under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity
interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).
“ Disability ” means a disability, whether temporary or permanent, partial or total, as determined by the Committee.
“ Effective Date ” means the date of the underwritten initial public offering of the Company’
s Common Stock pursuant to a registration
statement is declared effective by the SEC.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Exercise Price ” means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option.
“ Fair Market Value ” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:
(a) if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing
price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as
reported in The Wall Street Journal ;
(b) if such Common Stock is publicly traded but is not listed or admitted to trading on a national securities
exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal ;
(c) in the case of an Option made on the Effective Date, the price per share at which shares of the Company’
s
Common Stock are initially offered for sale to the public by the Company’s underwriters in the initial public offering of the Company’
s
Common Stock pursuant to a registration statement filed with the SEC under the Securities Act; or
(d) if none of the foregoing is applicable, by the Committee in good faith.
“ Family Member ” includes any of the following:
(e) child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-
law of the Participant, including any such person with such
relationship to the Participant by adoption;
(f) any person (other than a tenant or employee) sharing the Participant’s household;
(g) a trust in which the persons in (a) and (b) have more than fifty percent of the beneficial interest;
(h) a foundation in which the persons in (a) and (b) or the Participant control the management of assets; or