Shutterfly 2007 Annual Report Download - page 109

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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 HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND
THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS
AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND
VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN PARAGRAPH 2.
5
Dated: January 19, 2007
/s/ Andrew Young
Andrew Young
SHUTTERFLY, INC.
Dated: January
, 2007
By:
/s/ Jeff Housenbold
Jeff Housenbold
President & CEO