Exhibit 10.36


 


December 19, 2008


 


Robert
Apatoff


[address]


 


Dear
Rob,


 


Reference
is made to the letter agreement (the “Agreement”) dated October 14, 2008,
between you and FTD Group, Inc. (the “Company”), and any defined terms
used but not otherwise defined herein will have the meanings ascribed thereto
in the Agreement.  For the purpose of
complying with Section 409A of the Internal Revenue Code of 1986, as
amended (“Code Section 409A”), we hereby clarify the following terms of
the Agreement:


 


1.                                       Any shares of
stock required to be issued upon the vesting of an award under the Agreement
(whether pursuant to the normal vesting schedule or on an accelerated basis)
shall be issued, subject to the Company’s collection of all applicable
withholding taxes, on the vesting date or as soon thereafter as
administratively practicable, but in no event later than the close of the
calendar year in which such vesting date occurs or (if later) the fifteenth day
of the third calendar month following such vesting date.


 


2.                                       If you
terminate your employment for any reason, or if the Company terminates your
employment for any reason, on your termination date, you will be paid your
accrued but unpaid salary for services rendered through your termination date and
your accrued but unused vacation days as of such termination date.


 


3.                                       The Release
required to be executed by you in order for you to receive the Separation
Payment must be executed and delivered to the Company within 21 days (or 45
days to the extent such longer period is required under applicable law) after
the effective date of your termination without cause.  The Separation Payment will be paid in a
series of 24 successive equal monthly installments, beginning on the first
regular payday for the Company’s salaried employees, within the 60-day period
following the date of your “separation of service” (as defined in the Treasury
Regulations issued under Code Section 409A) due to such termination, on
which the executed Release is effective and enforceable following the expiration
of any applicable revocation period under federal or state law, or as soon
thereafter as administratively practicable, but in no event later than the last
day of such  60-day period on the Release
is so effective and enforceable. Your right to each such monthly installment of
the Separation Payment will be deemed, for purposes of Code Section 409A,
to be a right to a series of separate payments.


 


4.                                       With respect to
the reduction of any payments or benefits received or to be received that would
be subject to the Excise Tax under Section 4999 of the Code, the 


 

















 


cash
payments will first be reduced, with each such payment to be reduced pro-rata
but without any change in the payment date and with the monthly installments of
the Separation Payment to be the first such cash payments so reduced, and then,
if necessary, the accelerated vesting of your equity awards will be reduced in
the same chronological order in which those awards were made, but only to the
extent necessary as provided in the Agreement.


 


5.                                       If you are a “specified
employee” at the time of your separation of service:


 


(i)                                     Any payments or
benefits which become due and payable to you during the period beginning with
the date of your separation from service and ending on March 15 of the
following calendar year will not be subject to the holdback provisions of Section 7(d) and
will accordingly be paid as and when they become due and payable under the Agreement
in accordance with the short-term deferral exception to Code Section 409A.


 


(ii)                                  The remaining
portion of the payments and benefits to which you become entitled under the Agreement,
to the extent they do not in the aggregate exceed the dollar limit described
below and are otherwise scheduled to be paid no later than the last day of the
second calendar year following the calendar year in which your separation from
service occurs, shall not be subject to any deferred commencement date under Section 7(d) and
shall be paid to you as they become due and payable under the Agreement.  For purposes of this subparagraph (ii), the
applicable dollar limitation will be equal to two times the lesser of (i) your
annualized compensation (based on your annual rate of pay for the calendar year
preceding the calendar year of your separation from service, adjusted to
reflect any increase during that calendar year which was expected to continue
indefinitely had such separation from service not occurred) or (ii) the
compensation limit under Section 401(a)(17) of the Code as in effect in
the year of such  separation from
service.  To the extent the portion
of  the severance payments and benefits
to which you would otherwise be entitled under the Agreement during the
deferral period under Section 7(d) exceeds the foregoing limitation,
such excess shall be paid in a lump sum upon the expiration of that deferral
period, in accordance with the deferred payment provisions of Section 7(d),
and the remaining severance payments and benefits (if any) shall be paid in
accordance with the normal payment dates specified for them herein.


 


Except
as modified by this letter, all the terms and provisions of the Agreement will
continue in full force and effect.


 


[Signature Page Follows]


 

















 


Please
indicate your acceptance of the foregoing terms by signing the acknowledgement
below.


 


 


	
   

  	
  FTD
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark R. Goldston

  
	
   

  	
   

  	
  Mark
  R. Goldston

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
  December 19,
  2008

  



 


 


Acknowledged
and agreed to on the date set forth below, and effective January 1, 2009:


 


 


	
  /s/
  Robert Apatoff

  	
   

  
	
  Robert
  Apatoff

  	
   

  



 


Dated:
December 23, 2008