EXHIBIT 10.17
CONFIDENTIAL SEPARATION AGREEMENT
AND GENERAL RELEASE OF CLAIMS
THIS CONFIDENTIAL SEPARATION
AGREEMENT AND GENERAL RELEASE OF CLAIMS (“Agreement”)
is entered into by and between Andrew Young
(“Employee”) and Shutterfly, Inc. (the
“Company”). This Agreement will become effective on the
eighth day after it is signed by Employee (the “Effective
Date”), provided that Employee has not revoked this Agreement
(by written notice to Patricia Schoof, Vice President, Human
Resources at the Company) prior to that date.
RECITALS
A. Employee is employed by the
Company as its Chief Marketing Officer pursuant to the terms of an
employment agreement dated July 12, 2001. The Company and
Employee have agreed to terminate the employment
relationship.
B. It is the Company’s
desire to provide Employee with certain benefits that he would not
otherwise be entitled to receive upon his termination of employment
and to resolve any claims that he has or may have against the
Company.
Accordingly, in consideration of the
terms, conditions and covenants contained herein, the parties agree
as follows:
1.
Termination of Employment; Transition Period . Company
hereby terminates Employee’s employment relationship with the
Company effective as of the earlier of (a) May 10, 2007,
or (b) the date you are employed by another employer or are
engaged to provide consulting services (the “Termination
Date”) subject to the provisions of this paragraph. During
the period following the date of this Agreement and up to the
Termination Date (the “Transition Period”), Employee
will provide transition services to the Company as requested by the
Company. Such services will generally be provided on-site at the
Company and on a regular, full-time basis pursuant to a transition
plan established by the Company. However, Employee may provide such
services from home with the prior approval of the Company. In the
event Employee becomes employed (in any capacity and on any basis)
during the Transition Period, he must notify the Company and the
Termination Date will be as of the date of such notice
2.
Payment; Benefits . The Company shall provide Employee with
the following benefits after this Agreement becomes
effective:
(a) A severance payment in the
amount of $110,000 which is equal to six (6) months’ pay
at Employee’s final base pay rate, and less applicable
withholding taxes and regular deductions, payable in a lump sum
shortly following the Termination Date; and
1
(b) If Employee is covered under
the Company’s group health plan as of the Termination Date
and he timely elects to continue his group coverage pursuant to
federal/state law (COBRA), the Company will pay six (6) months
of the applicable COBRA premiums as COBRA is provided in accordance
with the terms of the applicable plans and the law beginning on the
first of the month following the Termination Date until the earlier
of (i) the date you become employed and covered under another
employer’s group health plan, or (ii) the last day of
the six month period described herein. Thereafter, Employee will be
solely responsible for the timely payment of the COBRA
premiums.
Employee
understands and acknowledges that as of the Termination Date, he
will be paid all wages and accrued, unused paid time off that
Employee earned during his employment with the Company through the
Termination Date. Employee understands and acknowledges that he
shall not be entitled to any payments or benefits from the Company
other than those expressly set forth in this paragraph 2.
3.
Release .
In consideration of the compensation
and benefit to be paid to Employee pursuant to paragraph 2 above,
Employee and his successors and assigns fully release the Company
and its related entities, past and present affiliates,
stockholders, investors, directors, officers, employees, agents,
attorneys, insurers, legal successors and assigns (the
“Released Parties”) of and from any and all claims,
liabilities, obligations, demands, actions and causes of action,
whether now known or unknown, that Employee now has, or at any
other time had, or shall or may have against those Released Parties
based upon or arising out of any matter, cause, fact, thing, act or
omission whatsoever occurring or existing at any time up to and
including the Termination Date.
This release includes specifically
but not exclusively and without limiting the generality of the
foregoing, any claims of breach of contract, wrongful termination,
retaliation, fraud, defamation, infliction of emotional distress or
national origin, race, age, sex, sexual orientation, disability or
other discrimination or harassment under the Civil Rights Act of
1964, the Age Discrimination In Employment Act of 1967, as amended,
the Older Workers Benefit Protection Act, the Americans with
Disabilities Act, the Fair Employment and Housing Act or any other
applicable law. However, this Release is not intended to bar any
claims that, by statute, may not be waived, such as claims for
workers’ compensation benefits, unemployment insurance
benefits, and any challenges to the validity of Employee’s
release of claims under the Age Discrimination in Employment Act of
1967, as amended, as set forth in this Agreement.
Employee acknowledges that he has
read section 1542 of the Civil Code of the State of California,
which states in full:
A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE
RE
