X0303 4 2010-02-04 0 0001125920 SHUTTERFLY INC SFLY 0001376447 Galen Douglas J C/O SHUTTERFLY INC 2800 BRIDGE PARKWAY REDWOOD CITY CA 94065 0 1 0 0 SR VP, BUS & CORP DEVELOPM Restricted Stock Units 2010-02-04 4 A 0 9840 0 A Common Stock 9840 9840 D Each restricted stock unit represents a contingent right to receive one share of Shutterfly common stock. The restricted stock units were earned on February 4, 2010 by Mr. Galen because predetermined performance metrics were met. These restricted stock units are now subject to time-based vesting in three equal annual installments beginning on February 17, 2010. This Statement confirms that the undersigned, Douglas J. Galen, has authorized and designated John A. Kaelle and Douglas Appleton to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Shutterfly, Inc. The authority of John A. Kaelle and Douglas Appleton under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of Shutterfly, Inc., unless earlier revoked in writing. The undersigned acknowledges that John A. Kaelle and Douglas Appleton are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. /s/Douglas J. Galen Date: May 13, 2009 /s/ Doug Appleton, Attorney-in-Fact 2010-02-05