Shutterfly 2011 Annual Report Download - page 90

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“ Purchase Price ”
means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an
Option.
“ Restricted Stock Award ” means an award of Shares pursuant to Section 7 of the Plan.
“ Restricted Stock Purchase Agreement ”
means an agreement evidencing a Restricted Stock Award granted pursuant to Section 7 of
the Plan.
“ Restricted Stock Unit ” means an Award granted pursuant to Section 10 of the Plan.
“ RSU Agreement ” means an agreement evidencing a Restricted Stock Unit Award granted pursuant to Section 10 of the Plan.
“ SAR Agreement ” means an agreement evidencing a Stock Appreciation Right granted pursuant to Section 9 of the Plan.
“ SEC ” means the Securities and Exchange Commission.
“ Securities Act ” means the Securities Act of 1933, as amended.
“ Shares ” means shares of the Company’
s Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and
21, and any successor security.
“ Stock Appreciation Right ” means an Award granted pursuant to Section 9 of the Plan.
“ Stock Bonus ” means an Award granted pursuant to Section 8 of the Plan.
“ Stock Bonus Agreement ” means an agreement evidencing a Stock Bonus Award granted pursuant to Section 8 of the Plan.
“ Subsidiary ”
means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain 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.
“ Termination ” or “ Terminated ”
means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason
ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor to the Company or a Parent or
Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave,
or (iii) any other leave of absence approved by the Committee; provided
, that such leave is for a period of not more than 90 days, unless
reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy
adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved
leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of
the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Award be exercised after the
expiration of the term set forth in the applicable Award Agreement. The Committee will have sole discretion to determine whether a Participant
has ceased to provide services and the effective date on which the Participant ceased to provide services (the “ Termination Date ”).
“ Unvested Shares ” means “Unvested Shares” as defined in the Award Agreement.