Shutterfly 2007 Annual Report Download - page 102

Download and view the complete annual report

Please find page 102 of the 2007 Shutterfly annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 125

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125

supplier or customer, or information about the supplier or customer relationship, is a trade secret or is otherwise deemed confidential
information within the meaning of applicable law. Notwithstanding the foregoing, nothing prevents Employee from soliciting business from
any supplier or customer of Company that is unrelated to the business conducted by Company.
9. Attorney’s Fees
. In the event of any legal action relating to or arising out of this Agreement, the prevailing party shall be entitled to recover
from the losing party its attorneys’ fees and costs incurred in that action.
10. No Admission of Liability . Employee and the Company understand and acknowledge that this Agreement constitutes a compromise and
settlement of disputed claims. No action taken by the parties hereto, or either of them, either previously or in connection with this Agreement,
shall be deemed or construed to be (a) an admission of truth or falsity of any claims heretofore made or (b) an acknowledgement or admission
by either Party of any fault or liability whatsoever to the other party or to any third party.
11. Consult with Attorney . Each party represents that it has been advised of its right to consult with an attorney and to seek legal
representation of its choosing in the execution of this Agreement, and has carefully read and understands the scope and effect of the provisions
of this Agreement. Neither party has relied upon any representations or statements made by the other party hereto which are not specifically set
forth in this Agreement.
12. Miscellaneous . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and
supersedes all prior negotiations and agreements, whether written or oral, with the exception of any stock option agreements between the
parties and any agreements described in paragraph 5(a). This Agreement may be modified or amended only with the written consent of
Employee and an authorized officer of the Company, provided, however, that the Company may amend or modify this Agreement in order to
comply with the provisions of Section 409A of the Internal Revenue Code, to the extent applicable. No oral waiver, amendment or
modification will be effective under any circumstances whatsoever.
EMPLOYEE UNDERSTANDS THAT SHE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT
AND THAT SHE IS GIVING UP ANY LEGAL CLAIMS SHE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS
AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT SHE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND
VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED HEREIN.
4
Dated: January 23, 2007
/s/ Jeannine Smith
Jeannine Smith
SHUTTERFLY, INC.
By:
/s/ Jeff Housenbold
Dated: January
, 2007
Jeff Housenbold
President & CEO