Shutterfly 2011 Annual Report Download - page 89

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(i) any other entity in which the persons in (a) and (b) or the Participant own more than fifty percent of the
voting interest.
“ Insider ” means an officer or director of the Company or any other person whose transactions in the Company’
s Common Stock are
subject to Section 16 of the Exchange Act.
“ Option ” means an award of an option to purchase Shares pursuant to Section 5.
“ Option Agreement ”
means, with respect to each Option, the signed written agreement between the Company and the Participant
setting forth the terms and conditions of the Option.
“ Outside Director ” means a member of the Board who is not an employee of the Company or any Parent or Subsidiary.
“ Parent ”
means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of
such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.
“ Participant ” means a person who receives an Award under this Plan.
“ Performance Factors ”
means the factors selected by the Committee from among the following measures (whether or not in
comparison to other peer companies) to determine whether the performance goals established by the Committee and applicable to Awards have
been satisfied:
“ Performance Period ”
means the period of service determined by the Committee, not to exceed five years, during which years of
service or performance is to be measured for the Award.
“ Performance Share ” means an Award granted pursuant to Section 11 of the Plan.
“ Performance Share Agreement ”
means an agreement evidencing a Performance Share Award granted pursuant to Section 11 of the
Plan.
“ Plan ” means this Shutterfly, Inc. 2006 Equity Incentive Plan.
•
Net revenue and/or net revenue growth;
•
Earnings per share and/or earnings per share growth;
•
Earnings before income taxes and amortization and/or earnings before income taxes and amortization growth;
•
Operating income and/or operating income growth;
•
Net income and/or net income growth;
•
Total stockholder return and/or total stockholder return growth;
•
Return on equity;
•
Operating cash flow return on income;
•
Adjusted operating cash flow return on income;
•
Economic value added;
•
Individual business objectives; and
•
Company specific operational metrics.