Shutterfly 2011 Annual Report Download - page 82

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7. RESTRICTED STOCK AWARDS .
7.1 Awards of Restricted Stock
. A Restricted Stock Award is an offer by the Company to sell to a Participant Shares
that are subject to restrictions (“ Restricted Stock ”).
The Committee will determine to whom an offer will be made, the number of Shares the
person may purchase, the Purchase Price, the restrictions under which the Shares will be subject and all other terms and conditions of the
Restricted Stock Award, subject to the Plan.
7.2 Restricted Stock Purchase Agreement
. All purchases under a Restricted Stock Award will be evidenced by a
Restricted Stock Purchase Agreement, which will be in substantially a form (which need not be the same for each Participant) that the
Committee has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. A Participant accepts a
Restricted Stock Award by signing and delivering to the Company a Restricted Stock Purchase Agreement with full payment of the Purchase
Price, within thirty (30) days from the date the Restricted Stock Purchase Agreement was delivered to the Participant. If the Participant does not
accept the Restricted Stock Award within thirty (30) days, then the offer of the Restricted Stock Award will terminate, unless the Committee
determines otherwise. The Restricted Stock Award, Plan and other documents may be delivered in any manner (including electronic distribution
or posting) that meets applicable legal requirements.
7.3 Purchase Price
. The Purchase Price for a Restricted Stock Award will be determined by the Committee and, may
be less than Fair Market Value (but not less than the par value of the Shares when required by law) on the date the Restricted Stock Award is
granted. Payment of the Purchase Price must be made in accordance with Section 12 of the Plan and the Restricted Stock Purchase Agreement,
and in accordance with any procedures established by the Company, as communicated and made available to Participants.
7.4 Terms of Restricted Stock Awards
. Restricted Stock Awards will be subject to such restrictions as the Committee
may impose or are required by law.
These restrictions may be based on completion of a specified number of years of service with the Company
or upon completion of the performance goals based on Performance Factors during any Performance Period as set out in advance in the
Participant’
s Restricted Stock Purchase Agreement. Prior to the grant of a Restricted Stock Award, the Committee shall: (a) determine the
nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be
used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the payment
for Shares to be purchased under any Restricted Stock Award, the Committee shall determine the extent to which such Restricted Stock Award
has been earned. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards
that are subject to different Performance Periods and having different performance goals and other criteria.
7.5 Termination During Performance Period . Except as may be set forth in the Participant’
s Restricted Stock Purchase
Agreement, vesting ceases on such Participant’s Termination Date.
8. STOCK BONUS AWARDS .
8.1 Awards of Stock Bonuses
. A Stock Bonus Award is an award to an eligible person of Shares (which may consist of
Restricted Stock or Restricted Stock Units) for services to be rendered or for past services already rendered to the Company or any Parent or
Subsidiary. All Stock Bonus Awards shall be made pursuant to a Stock Bonus Agreement, which shall be in substantially a form (which need
not be the same for each Participant) that the Committee has from time to time approved, and will comply with and be subject to the terms and
conditions of the Plan. No payment will be required for Shares awarded pursuant to a Stock Bonus Award.
8.2 Terms of Stock Bonus Awards
. The Committee will determine the number of Shares to be awarded to the
Participant under a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified number of
years of service with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as
set out in advance in the Participant’
s Stock Bonus Agreement. If the Stock Bonus Award is to be earned upon the satisfaction of performance
goals, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Stock Bonus Award; (b) select
from among the Performance Factors to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to
the Participant. Prior to the issuance of any Shares or other payment to a Participant pursuant to a Stock Bonus Award, the Committee will
determine the extent to which the Stock Bonus Award has been earned. Performance Periods may overlap and a Participant may participate
simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and different performance goals and other
criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the
Committee.