0001125920-17-000006 Sample Contracts

Amended and Restated Retention Agreement
Retention Agreement • February 17th, 2017 • Shutterfly Inc • Services-photofinishing laboratories • California

This Amended and Restated Retention Agreement (the “Agreement”) is entered into as of [__________], 2017, by and between [Executive] (the “Executive”) and Shutterfly, Inc., a Delaware corporation (the “Company”). This Agreement shall be effective as of (i) January 1, 2018 with respect to any Qualifying Termination (the “Qualifying Termination Effective Date”) and (ii) [________], 2017 with respect to any CIC Qualifying Termination (the “CIC Qualifying Termination Effective Date”). For the avoidance of doubt, the Retention Agreement dated [_________], 2016 by and between the Company and the Executive (the “Existing Retention Agreement”) shall remain in full force and effect until the Qualifying Termination Effective Date (subject to earlier termination thereof in accordance with the terms of and conditions of the Existing Retention Agreement).

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