Shutterfly 2011 Annual Report Download - page 115

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10. Governing Law; Severability .
The Plan and Notice of Grant are incorporated herein by reference. The Plan, the Notice of Grant
and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the subject matter hereof. This Agreement is governed by
California law except for that body of law pertaining to conflict of laws. If any provision of this Agreement is determined by a court of law to be
illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully
effective and enforceable.
11. 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 Purchaser
’
s employment, for any reason, with or without cause.
By your signature and the signature of the Company’
s representative on the Notice of Grant, Participant and the Company agree that
this SAR is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and this Agreement. Participant has
reviewed the Plan, the Notice of Grant and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement, and fully understands all provisions of the Plan, the Notice of Grant and this Agreement. Participant hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice of
Grant and this Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address.