Shutterfly 2011 Annual Report Download - page 96

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No. _____
SHUTTERFLY, INC.
2006 EQUITY INCENTIVE PLAN
STOCK OPTION EXERCISE AGREEMENT
This Stock Option Exercise Agreement (the " Exercise Agreement
") is made and entered into as of ____________________, _____
(the " Effective Date ") by and between Shutterfly, Inc., a Delaware corporation (the " Company
"), and the purchaser named below (the "
Purchaser
"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company's 2006 Equity Incentive Plan (the "
Plan
").
1. EXERCISE OF OPTION .
1.1 Exercise . Pursuant to exercise of that certain option (the " Option
") granted to Purchaser under the Plan and
subject to the terms and conditions of this Exercise Agreement, Purchaser hereby purchases from the Company, and the Company hereby sells to
Purchaser, the Total Number of Shares set forth above (the " Shares
") of the Company's Common Stock, at the Exercise Price Per Share set
forth above (the " Exercise Price "). As used in this Exercise Agreement, the term " Shares
" refers to the Shares purchased under this Exercise
Agreement and includes all securities received (i) in replacement of the Shares, (ii) as a result of stock dividends or stock splits with respect to
the Shares, and (iii) all securities received in replacement of the Shares in a merger, recapitalization, reorganization or similar corporate
transaction.
1.2 Title to Shares . The exact spelling of the name(s) under which Purchaser will take title to the Shares is:
Purchaser desires to take title to the Shares as follows:
Purchaser:
Social Security Number:
Address:
Total Number of Shares:
Exercise Price Per Share:
Type of Stock Option
(Check one):
3
3 3
3
Incentive Stock Option
3
3 3
3
Nonqualified Stock Option
4
Individual, as separate property