Shutterfly 2011 Annual Report Download - page 93

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SHUTTERFLY, INC.
STOCK OPTION AWARD AGREEMENT
2006 EQUITY INCENTIVE PLAN
Unless otherwise defined herein, the terms defined in the Company’s 2006 Equity Incentive Plan (the “Plan”)
shall have the same defined
meanings in this Award Agreement (the “Agreement”).
You have been granted an option to purchase Shares (the “Option”),
subject to the terms and conditions of the Plan, the Notice of Stock
Option Grant (“Notice of Grant”) and this Agreement.
1. Vesting Rights
. Subject to the applicable provisions of the Plan and this Agreement, this Option may be exercised, in whole
or in part, in accordance with the schedule set forth in the Notice of Grant.
2. Termination Period .
(a) General Rule
. Except as provided below, and subject to the Plan, this Option may be exercised for 3 months after
termination of Participant's employment with the Company. In no event shall this Option be exercised later than the Term/Expiration Date set
forth in the Notice of Grant.
(b) Death; Disability . Upon the termination of Participant’
s employment with the Company by reason of his or her
Disability or death, or if a Participant dies within three months of the Termination Date, this Option may be exercised for twelve months in the
case of death, and six months in the case of Disability, after the Termination Date, provided that in no event shall this Option be exercised later
than the Term/Expiration Date set forth in the Notice of Grant.
(c) Cause . Upon the termination of Participant’
s employment by the Company for Cause, the Option shall expire on
such date of Participant’s Termination Date.
3. Grant of Option
. The Participant named in the Notice of Grant has been granted an Option for the number of Shares set forth
in the Notice of Grant at the exercise price per Share set forth in the Notice of Grant (the “Exercise Price”).
In the event of a conflict between
the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option (“ISO”),
this Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an Incentive Stock Option, to the extent that it
exceeds the $100,000 rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option (“NSO”).
4. Exercise of Option .
(a) Right to Exercise
. This Option is exercisable during its term in accordance with the Vesting Schedule set forth in
the Notice of Grant and the applicable provisions of the Plan and this Agreement. In the event of Participant’
s death, Disability, Termination for
Cause or other Termination, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice of Stock Option
Grant and this Agreement.
(b) Method of Exercise . This Option is exercisable by delivery of an exercise notice (the “Exercise Notice”),
which
shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”
),
and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice
shall be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other
person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price.