Shutterfly,
Inc. (the “Company”) is pleased to offer you the
opportunity to join Shutterfly. You are being offered a position as
SVP of Technology reporting to me. If you decide to join us, your
annual base pay will be $235,000.00 less applicable taxes and
withholdings. You will be paid semimonthly in accordance with the
Company’s normal payroll procedure. Shutterfly may change
your position, compensation, duties and work location from time to
time, as it deems appropriate. Your start date is April 3,
2006.
Stock:
Subject to the approval of the Company’s Board of Directors,
you will be granted an option to purchase 210,000 shares of the
Company’s Common Stock, at an exercise price equal to the
fair market value of the Common Stock on the date the Board grants
your stock option or on your first date of employment with the
Company, whichever is later. Your option will be subject to all of
the terms, conditions and restrictions of the Company’s 1999
Stock Plan and the execution of a stock option agreement pursuant
to such plan.
Hire in
Bonus:
You will receive hire in bonus of $15,000 less applicable
withholding after 90 days of employment. If you terminate
prior to one (1) year of employment you will be responsible
for reimbursing the company a prorated portion of the
bonus.
Benefits:
As an employee, you will also be eligible to receive certain
employee benefits including medical and dental coverage. The
medical, dental and vision coverage begin on your date of hire as
an employee. The Company reserves the right to revise or
discontinue any or all of its benefit plans, at any time, in the
Company’s sole discretion.
Holidays
Shutterfly observes eleven paid holidays per year. The holiday
schedule may change at management’s discretion.
Change in
Control:
If the Company is subject to a Change of Control (as defined in the
Plan), merger or acquisition, whereas, (1) you will no longer
be SVP of Technology of Shutterfly, or (2) your role is
mutually diminished, or (3) the corporate office is moved 50
miles or more and you choose not to relocate with the company, then
Shutterfly will agree to pay you severance of six (6) months
following the termination of your employment and accelerate your
vesting schedule by 12 months from that date. Your severance
pay will be paid in accordance with the Company’s standard
payroll procedures. However, to receive this severance you must
(1) signed a general release (in a form prescribed by the
Company) and (b) return all the Company property. If the
Company is subject to a Change of Control (as defined in the Plan),
merger or acquisition, you
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