Shutterfly 2011 Annual Report Download - page 103

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SHUTTERFLY, INC.
2006 Equity Incentive Plan
RESTRICTED SHARE AGREEMENT
THIS RESTRICTED SHARE AGREEMENT (this “Agreement”)
is made as of __________________, 20__ by and between
Shutterfly, Inc., a Delaware corporation (the “Company”), and ___________________________________ (“Participant”)
pursuant to the
Company’s 2006 Equity Incentive Plan (the “Plan”).
To the extent any capitalized terms used in this Agreement are not defined, they shall have
the meaning ascribed to them in the Plan.
1. Sale of Stock
. Subject to the terms and conditions of this Agreement, on the Purchase Date (as defined below) the Company
will issue and sell to Participant, and Participant agrees to purchase from the Company the number of Shares shown on the Notice of Restricted
Stock Award at a purchase price of $________ per Share. The per Share purchase price of the Shares shall be not less than the par value of the
Shares as of the date of the offer of such Shares to the Participant. The term “Shares”
refers to the purchased Shares and all securities received in
replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a
recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which
Participant is entitled by reason of Participant’s ownership of the Shares.
2. Time and Place of Exercise
. The purchase and sale of the Shares under this Agreement shall occur at the principal office of
the Company simultaneously with the execution of this Agreement by the parties, or on such other date as the Company and Participant shall
agree (the “Purchase Date”). On the Purchase Date, the Company will issue in Participant’
s name a stock certificate representing the Shares to be
purchased by Participant against payment of the purchase price therefor by Participant by (a) check made payable to the Company, (b)
cancellation of indebtedness of the Company to Participant, (c) Participant’
s personal services that the Committee has determined have already
been rendered to the Company and have a value not less than aggregate par value of the Shares to be issued Participant, or (d) a combination of
the foregoing.
3. Restrictions on Resale
. By signing this Agreement, Participant agrees not to sell any Shares acquired pursuant to the Plan
and this Agreement at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. This
restriction will apply as long as Participant is providing Service to the Company or a Subsidiary of the Company.
3.1 Repurchase Right on Termination Other Than for Cause . For the purposes of this Agreement, a “
Repurchase
Event
” shall mean an occurrence of one of:
(i) termination of Participant’s service, whether voluntary or involuntary and with or without cause;
(ii) resignation, retirement or death of Participant; or
(iii) any attempted transfer by Participant of the Shares, or any interest therein, in violation of this Agreement.
Upon the occurrence of a Repurchase Event, the Company shall have the right (but not an obligation) to purchase the Shares of Participant at a
price equal to the Price (the “ Repurchase Right ”).
The Repurchase Right shall lapse in accordance with the vesting schedule set forth in the
Notice of Restricted Stock Award. For purposes of this Agreement,
“ Unvested Shares ” means Stock pursuant to which the Company’
s
Repurchase Right has not lapsed.