Exhibit 10.1


 


SECOND AMENDMENT TO


LETTER AGREEMENT


 


This
Second Amendment to Letter Agreement (this “Second Amendment”) is entered into
as of October 5, 2003 between Robert Norton (the “Executive”) and Florists’
Transworld Delivery, Inc. (“FTD”).


 


WHEREAS,
the parties hereto previously entered into a letter agreement dated as of April
12, 2001 (the “Letter Agreement”), setting forth the terms of the
Executive’s employment with FTD and FTD, Inc., the parent company of FTD that
was formerly known as IOS Brands Corporation (“FTD, Inc.”); and


 


WHEREAS,
the parties hereto previously amended the Letter Agreement with an amendment
dated as of May 20, 2003 (the “First Amendment”); and


 


WHEREAS,
the parties desire to modify certain terms of the Executive’s employment and
amend the Letter Agreement and the First Amendment with this Second Amendment
in connection with the transactions contemplated by the Agreement and Plan of
Merger between Mercury Man Holdings Corporation, a Delaware corporation, Nectar
Merger Corporation, a Delaware corporation, and FTD, Inc., a Delaware
corporation, dated as of October 5, 2003 
(the “Merger Agreement”) and such other agreements entered into in
connection with the Merger Agreement (the “Ancillary Agreements”), effective as
of the Effective Time under the Merger Agreement;


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth
below, FTD and the Executive hereby agree as follows:


 


1.             Defined Terms. 
Capitalized terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Letter Agreement.


 


2.             Amendments to Letter Agreement and First
Amendment.


 


Sections
b(ii) and (iii) under the heading entitled “Termination Following a Change of
Control” and subheading entitled “Constructive Termination” of The Letter
Agreement and the First Amendment shall be amended to read as follows:


 


“(ii)         (A) a material adverse change in the nature or scope of the
authorities, powers, functions, responsibilities or duties attached to the
position that you held immediately prior to the Change of Control other than
any such change resulting from (x) the Company’s ceasing to be a public company
or (y) the Executive’s no longer having the functions, responsibilities and
duties held by an officer of a public company; (B) a reduction in your base
salary from the rates in effect immediately prior to the Change of Control or a
material modification in the scope of your right to participate in any bonus
program offered to similarly-situated employees; or (C) the termination or
denial of your rights to additional employment-related benefits that are made
available from time to time to employees of FTD at comparable levels to you at
least as great in the aggregate as are payable thereunder immediately prior to
the Change of Control or a reduction in the scope or value thereof other than a
general reduction applicable to all similarly-situated employees;


 


(iii)          a change in circumstances following the Change of Control, including,
without limitation, a change in the scope of the business or other activities
for which you were responsible immediately prior to the Change of Control,
which has rendered you unable to carry out any material portion of the
authorities, powers, functions, responsibilities or duties attached to the
position held by you immediately prior to the Change of Control other than any
such change resulting from (x) the Company’s ceasing to be a public company or
(y) the Executive’s no longer having the functions, responsibilities and duties
held by an officer of a public company, which situation is not remedied within
30 calendar days after written notice of such change given by you;”.


 


3.             Continuing Effectiveness of Letter Agreement
and First Amendment.  Except as expressly provided herein to the
contrary, the Letter Agreement and the First Amendment shall remain unaffected
and shall continue in full force and effect after the date hereof.


 


4.             Counterparts. 
This Second Amendment may be executed by one or more of the parties to
this Second Amendment on any number of separate counterparts (including
counterparts delivered by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.  Any such counterpart delivered by telecopy
shall be effective as an original for all purposes.


 


5.             Effective Date. 
This Second Amendment shall only become effective as of the Effective
Time, as defined in the Merger Agreement.


 

















(Signature
page follows)


 


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IN WITNESS WHEREOF, the
undersigned have hereunto set their hands as of the date first set forth above.


 


	
   

  	
   

  	
  FLORISTS’
  TRANSWORLD DELIVERY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ JON R. BURNEY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  ROBERT NORTON

  
	
   

  	
   

  	
  Robert
  Norton

  



 


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