Shutterfly 2011 Annual Report Download - page 105

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THE SHARE REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
4.2 Stop-Transfer Notices
. Participant agrees that, in order to ensure compliance with the restrictions referred to
herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers its own
securities, it may make appropriate notations to the same effect in its own records.
4.3 Refusal to Transfer
. The Company shall not be required (i) to transfer on its books any Shares that have been sold
or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as the owner or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.
5. No Rights as Employee, Director or Consultant
. Nothing in this Agreement shall affect in any manner whatsoever the right
or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant
’
s employment, for any reason, with or without
cause.
6. Miscellaneous .
6.1 Governing Law
. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to
principles of conflicts of law.
6.2 The Plan and Other Agreements; Enforcement of Rights
. The text of the Plan and the Notice of Restricted Stock
Award to which this Agreement is attached are incorporated into this Agreement by reference. This Agreement, the Plan and the Notice of
Restricted Stock Award to which this Agreement is attached constitute the entire agreement and understanding of the parties relating to the
subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the
purchase of the Restricted Shares hereunder are superseded. No modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any
rights under this Agreement shall not be construed as a waiver of any rights of such party.
6.3 Severability
. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the
parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable
replacement for such provision, then (i)such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with its terms.
6.4 Construction
. This Agreement is the result of negotiations between and has been reviewed by each of the parties
hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no
ambiguity shall be construed in favor of or against any one of the parties hereto.
6.5 Notices
. Any notice to be given under the terms of the Plan shall be addressed to the Company in care or its
principal office, and any notice to be given to the Participant shall be addressed to such Participant at the address maintained by the Company for
such person or at such other address as the Participant may specify in writing to the Company.
6.6 Counterparts
. This Agreement may be executed in two or more counterparts, each of which shall he deemed an
original and all of which together shall constitute one instrument.