sflyexh_10-03.htm


Exhibit 10.03

 







March 21, 2005

 

Dan McCormick 

660 Pullman Rd 

Hillsborough, CA 94010

 

Dear Dan,

 

On behalf of Shutterfly, Inc. (the "Company"), I am pleased to offer you the full-time position of Sr. Director of Business Development reporting to the Head of Business Development. By signing this letter, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing
your duties for the Company.

 

Base Salary: 

The Company will pay you a starting base pay at the rate of $160,000.00, annually, subject to all applicable deductions and withholdings and payable in accordance with the Company's standard payroll policies.

 

Bonus: 

You will be eligible to be considered for an incentive bonus, which is being reviewed and approved by the Company's Compensation Committee. The bonus (if any) will be awarded based on your achievement of criteria established by the Company's Compensation Committee, including but not limited to the Company's achievement of its financial
target objectives. The terms and conditions of your target bonus goals will be developed within 60 days of your start date.

 

Stock Options: 

Subject to the approval of the Company's Board of Directors, you will be granted an option to purchase 70,000 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.

 

Benefits: 

As a regular, full time employee of Shutterfly, you will be provided with the Company benefit package. This package includes, but not limited to accruing up to 20 days of Personal Time Off within the first year of employment. The Company's existing plans for group life, medical, dental, vision and accident insurance may change from
time to time.

 

Severance: 

If the Company terminates your employment for any reason other than Cause within the first 12 months of employment (as defined in the next paragraph), then the Company will pay you severance pay for a period of three (3) months. Your monthly severance pay will be paid at the rate of your monthly base salary in effect at the time of
the termination of your employment and in accordance with the Company's standard payroll procedures. However, to receive this severance pay you must have (a) signed a general release (in a form prescribed by the Company) and (b) returned all Company property.

 

For all purposes under this letter agreement, "Cause" means (a) any breach of this letter agreement, the Proprietary Information and Inventions Agreement between you and the Company, or any other written agreement between you and the Company; (b) any failure to comply with the Company's written policies or rules, as they may be in
effect from time to time during your employment; (c) commission, conviction of, or a plea of "guilty" or "no contest" to, a felony under the laws of the United States or any State; or (d) misconduct.

 

All portions of this offer will be in effect as of the above stated start date once this letter is signed by both parties.





Shutterfly is excited about having you join our team. We feel we are a great company and take pride in treating our employees with dignity and respect. As you well know, there are numerous laws that both the employee and employer must understand and accept. The next several paragraphs list the legal requirements associated with becoming
a Shutterfly employee.

 

This offer of employment is contingent upon you completing, signing, and returning to us, this offer letter and the Employee Proprietary Information and Inventions Agreement and Shutterfly's Employment Application. In addition, by accepting these terms of employment, you represent that you have not brought and will not bring with you
to the Company, or utilize in the course of your employment by the Company, any confidential or proprietary information or materials of any prior employer.

 

For purposes of federal immigration law (Immigration Reform and Control Act of 1986) you are required to provide documentary evidence of your eligibility for employment in the United States. Please bring the appropriate documentation, as listed on the enclosed 1-9 Form, with you to New Hire Orientation.

 

Employment with the Company is for no specific period of time. Your employment with the Company will be "at will," meaning that either you or the Company may terminate your employment at any time and for any reason, with or without Cause. Any contrary representations that may have been made to you are superseded by this offer. This
is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company's personnel policies and procedures, may change from time to time, the "at will" nature of your employment may only be changed in an express written agreement signed by you and the Chief Executive Officer of the Company.

 

While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the prior written consent of the Company. While you render services to the Company, you also will not assist any person or entity in competing with the Company, in preparing to compete
with the Company or in hiring any employees or consultants of the Company.

 

All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.

 

Finally, by accepting this offer, you and the Company agree to waive any rights to a trial before a judge or jury and agree to arbitrate before a neutral arbitrator any and all claims or disputes arising out of this letter agreement and any and all claims arising from or relating to your employment with the Company, including (but
not limited to) claims against any current or former employee, director or agent of the Company, claims of wrongful termination, retaliation, discrimination, harassment, breach of contract, breach of the covenant of good faith and fair dealing, defamation, invasion of privacy, fraud, misrepresentation, constructive discharge or failure to provide a leave of absence, claims regarding commissions, stock options or bonuses, infliction of emotional distress or unfair business practices.

 

The arbitrator's decision must be written and must include the findings of fact and law that support the decision. The arbitrator's decision will be final and binding on both parties, except to the extent applicable law allows for judicial review of arbitration awards. The arbitrator may award any remedies that would otherwise be available
to the parties if they were to bring the dispute in court. The arbitration will be conducted in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association; provided, however that the arbitrator must allow the discovery authorized by the California Arbitration Act or that the arbitrator deems necessary for you and the Company to vindicate your respective claims or defenses. The arbitration will take place in San Mateo County or, at your option, the county
in which you primarily worked with the Company at the time when the arbitrable dispute or claim first arose.

 

You and the Company will share the costs of arbitration equally, except that the Company will bear the cost of the arbitrator's fee and any other type of expense or cost that you would not be required to bear if you were to bring the dispute or claim in court. Both the Company and you will be responsible for their own attorneys' fees,
and the arbitrator may not award attorneys' fees unless a statute or contract at issue specifically authorizes such an award.





This arbitration provision does not apply to the following: (a) workers' compensation or unemployment insurance claims or (b) claims concerning the validity, infringement or enforceability of any trade secret, patent right, copyright or any other trade secret or intellectual property held or sought by either you or the Company (whether
or not arising under the Employee Proprietary Information and Inventions Agreement between you and the Company).

 

If you would like to review a copy of the AAA Employment Dispute Resolution rules, please contact Connie Tedrow in the Human Resources Department.

 

To schedule your New Hire Orientation, please call Connie Tedrow. Failure to attend Orientation may result in an unnecessary delay of your first paycheck as well as a delay in your employee benefit coverage.

 

Dan, we are pleased to welcome you to Shutterfly. Realizing this is an important decision for you, we believe this position is an excellent opportunity and we are confident it will provide you with personal challenge and potential growth opportunities. We believe you will find Shutterfly an exciting and fulfilling place to work. Please
signify your acceptance of our offer by signing below and returning this letter to Connie Tedrow, no later than March 17,2005.

 

 

Very Truly Yours,

/s/Jeff Housenbold

Chief Executive Officer

 

 

 

cc: Human Resources File

 

 

I accept Shutterfly's offer of employment and agree to the terms in this letter and its attachments. I acknowledge that except for the Employee Proprietary Information and Inventions Agreement attached to the letter, this letter is the entire agreement related to my employment with Shutterfly and supersedes all prior or contemporaneous
oral or written communication and representations. This agreement (offer of employment, attachments and Employee Proprietary Information and Inventions Agreement) can only be modified in writing, by signed agreement from the Chief Executive Officer. I accept this offer voluntarily and not in reliance on any promises other than those contained in this letter and its attachments.

 

 


	
 /s/Dan McCormick
	Dan McCormick
	Name, Signature   	Name, Printed
	 	 
	 3-21-05	 
	Today's Date