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|Item||5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
On August 8, 2019, Satish Menon notified Shutterfly, Inc. (the “Company”) of his decision to resign as Senior Vice President and Chief Technology Officer (“CTO”), effective September 6, 2019 (the “Separation Date”). It is expected that Dr. Menon will continue to perform his duties as CTO until that date.
Also on August 8, 2019, the Company entered into a Transition Agreement (the “Transition Agreement”) with Dr. Menon pursuant to which he will receive his base salary as currently in effect and continue to vest in his outstanding equity awards while he provides services through the Separation Date. Dr. Menon has agreed to provide limited consulting services to the Company during the remainder of 2019. Assuming Dr. Menon complies with the terms and conditions set forth in the Transition Agreement, including his signing a release of claims, Dr. Menon will be entitled to receive a lump sum payment of $500,000.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Vice President and General Counsel
Date: August 12, 2019