Equity compensation clause samples

There are several reasons for this. Our core business is our provision of advisory services, which require limited financial capital but substantial human capital. Several of the named peers in our group are lending and trading firms. These firms often generate revenue based upon financial capital through services such as prime brokerage, clearing transactions, loans and other financings. They do not share the same alignment and retention benefit as us from broadly using equity compensation. In addition, these firms maintain large back office staffs focused on the clearance and settlement of securities transactions, maintenance of customer accounts, including margin lending, and support of principal trading activities, and these individuals tend to receive lower amounts of or no deferred compensation and therefore little or no equity compensation.

“Deferral Election” means an election by an Eligible Director to defer Equity Compensation. A Participant shall make a new Deferral Election with respect to each Plan Year.

ISS notes that Shutterfly’s Burn Rate is 3.2 times the industry average. However, ISS’ industry benchmark reflects the broad retail sector, which does not appropriately reflect our business model nor the market in which we compete for talent.Although Shutterfly is classified in a narrow sub-industry within this sector (Internet and Direct Marketing Retail), we do not believe the sector is the appropriate frame of reference for evaluating our equity compensation program. Internet& Direct Marketing companies comprise only 15% of the Russell 3000 companies in the sector. The rest are traditional retail companies that tend to place more emphasis on cash compensation and grant to a smaller portion of their employees than technology companies like Shutterfly, and therefore exhibit lower use of equity compensation. Additionally, given our significant online presence and heavy focus on technology, our primary competitors in the talent market tend to be technology-enabled software / media / consumer services companies, rather than retailers. Our innovation and technology dedicated to making it simple to create personalized products has been a critical component of our success as the clear leader in our industry, and will be a significant component of our future growth.