1998 Stock Option/Stock Issuance Plan



 Exhibit 10.46 
  
 PROFLOWERS, INC. 
 1998 STOCK
OPTION/STOCK ISSUANCE PLAN 
  
 ARTICLE ONE

  
 GENERAL PROVISIONS 
  
 I. PURPOSE OF THE PLAN 
  
 This 1998 Stock Option/Stock Issuance Plan is intended to promote the
interests of ProFlowers, Inc., a Delaware corporation (the “Corporation”), by providing eligible persons with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation. 
  
 Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix. 
  
 II. STRUCTURE OF THE PLAN 
  
 A. The Plan shall be divided into two (2) separate equity programs: 
  
 (i) the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator,
be granted options to purchase shares of Common Stock, and 
  
 (ii) the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock directly, either through the immediate purchase of such shares or as a
bonus for services rendered the Corporation (or any Parent or Subsidiary). 
  
 B. The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly govern the interests of all persons under the Plan. 
  
 III. ADMINISTRATION OF THE PLAN 
  
 A. The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be delegated to the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The
Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee. 
  
 B. The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may
deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary or advisable. Decisions of
the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option or stock issuance thereunder. 







 IV. ELIGIBILITY 
  
 A. The persons eligible to participate in the Plan are as follows: 
  
 (i) Employees, 
  
 (ii) non-employee members of the Board or the non-employee
members of the board of directors of any Parent or Subsidiary, and 
  
 (iii) consultants and other independent advisors who provide services to the Corporation (or any Parent or Subsidiary). 
  
 B. The Plan Administrator shall have full authority to determine, (i) with respect to the option grants under the Option Grant Program, which eligible
persons are to receive option grants, the time or times when such option grants are to be made, the number of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory Option, the time
or times at which each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain outstanding and (ii) with respect to stock issuances under the Stock
Issuance Program, which eligible persons are to receive stock issuances, the time or times when such issuances are to be made, the number of shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and
the consideration to be paid by the Participant for such shares. 
  
 C. The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option Grant Program or to effect stock issuances in accordance with the Stock Issuance Program. 
  
 V. STOCK SUBJECT TO THE PLAN 
  
 A. The stock issuable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock. The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed 310,625 shares. 
  

B. Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the options expire
or terminate for any reason prior to exercise in full or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Article Two. Unvested shares issued under the Plan and subsequently repurchased by the Corporation, at
the option exercise price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall also be available for reissuance through one or more subsequent option grants under the Plan. 
  
 C. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, appropriate adjustments shall be made to
(i) the maximum number and/or class of securities issuable under the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution or enlargement of
benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and conclusive. In no event shall any such adjustments be made in connection with the conversion of one or more outstanding shares of the
Corporation’s preferred stock into shares of Common Stock. 
  

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 ARTICLE TWO 
  
 OPTION GRANT PROGRAM 
  

I. OPTION TERMS 
  
 Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator; provided, however, that each such
document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options. 
  
 A. Exercise Price. 
  

1. The exercise price per share shall be fixed by the Plan Administrator and may be equal to, less than or greater than the Fair Market Value per
share of Common Stock on the option grant date. 
  
 2. The
exercise price shall become immediately due upon exercise of the option and shall, subject to the provisions of Section I of Article Four and the documents evidencing the option, be payable in cash or check made payable to the Corporation. Should
the Common Stock be registered under Section 12(g) of the 1934 Act at the time the option is exercised, then the exercise price may also be paid as follows: 
  
 (i) in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or 
  
 (ii) to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable written instructions (A) to a
Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for
the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (B) to the Corporation to deliver the certificates for the purchased shares
directly to such brokerage firm in order to complete the sale. 
  
 Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. 
  
 B. Exercise and Term of Options. Each option shall be exercisable at such time or times, during such period
and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option. However, no option shall have a term in excess of ten (10) years measured from the option grant date. 
  

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 C. Effect of Termination of Service. 
  
 1. The following provisions shall govern the exercise of any options held
by the Optionee at the time of cessation of Service or death: 
  
 (i) Any option outstanding at the time of the Optionee’s cessation of Service for any reason other than Disability or death shall remain exercisable for such period of time thereafter as shall be determined by
the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term. 
  

(ii) Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of six (6) months
following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee. However, should such Disability be deemed to constitute Permanent Disability, then the period during which each outstanding
option held by the Optionee is to remain exercisable shall be extended by an additional six (6) months so that the exercise period shall be the twelve (12) month period following the date of the Optionee’s cessation of Service by reason of such
Permanent Disability. 
  
 (iii) Should the
Optionee die while holding one or more outstanding options, then the personal representative of the Optionee’s estate or the person or persons to whom the option is transferred pursuant to the Optionee’s will or in accordance with the laws
of descent and distribution shall have a period of twelve (12) months following the date of the Optionee’s death during which to exercise each such option. 
  
 (iv) During the applicable post-Service exercise period, the option may not be exercised in the aggregate
for more than the number of vested shares for which the option is exercisable on the date of the Optionee’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee’s cessation of Service, terminate and cease to be outstanding to the
extent the option is not otherwise at that time exercisable for vested shares. 
  
 (v) In the event of an Involuntary Termination following a Corporate Transaction, the provisions of Section III of this Article Two shall
govern the period for which the outstanding options are to remain exercisable following the Optionee’s cessation of Service and shall supersede any provisions to the contrary in this section. 
  
 2. The Plan Administrator shall have the discretion, exercisable either at
the time an option is granted or at any time while the option remains outstanding, to: 
  
 (i) extend the period of time for which the option is to remain exercisable following Optionee’s cessation of Service or death from
the limited period otherwise in effect for that option to such greater period of 

  

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time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or 
  
 (ii) permit the option to be exercised, during the
applicable post-Service exercise period, not only with respect to the number of vested shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more
additional installments in which the Optionee would have vested under the option had the Optionee continued in Service. 
  
 D. Stockholder Rights. The holder of an option shall have no stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares. 
  
 E. Unvested Shares. The Plan Administrator shall have the discretion to grant options which are exercisable for unvested shares of Common
Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase, at the exercise price paid per share, all or (at the discretion of the Corporation and with the consent of the Optionee)
any of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan
Administrator and set forth in the document evidencing such repurchase right. 
  
 F. First Refusal Rights. Until such time as the Common Stock is first registered under Section 12(g) of the 1934 Act, the Corporation shall have the right of first refusal with respect to any proposed
disposition by the Optionee (or any successor in interest) of any shares of Common Stock issued under the Plan. Such right of first refusal shall be exercisable in accordance with the terms established by the Plan Administrator and set forth in the
document evidencing such right. 
  
 G. Limited
Transferability of Options. During the lifetime of the Optionee, the option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the
Optionee’s death. 
  
 H. Withholding. The
Corporation’s obligation to deliver shares of Common Stock upon the exercise of any options granted under the Plan shall be subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding
requirements. 
  
 II. INCENTIVE OPTIONS 
  
 The terms specified below shall be applicable to all Incentive Options.
Except as modified by the provisions of this Section II, all the provisions of the Plan shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options shall not be subject to the terms of this
Section II. 
  
 A. Eligibility. Incentive Options
may only be granted to Employees. 
  
 B. Exercise
Price. The exercise price per share shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date. 
  
 C. Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock (determined as of the
respective date or dates of grant) for which one or more options granted to 

  

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any Employee under the Plan (or any other option plan of the Corporation or any Parent or Subsidiary) may for the first time become exercisable as Incentive
Options during any one (1) calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the Employee holds two (2) or more such options which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options are granted. 
  
 D. 10% Stockholder. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the exercise price per share shall not
be less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock on the option grant date and the option term shall not exceed five (5) years measured from the option grant date. 
  
 III. CORPORATE TRANSACTION 
  
 A. Unless otherwise provided by the Plan Administrator or the Stock Option
Agreement, in the event of any Corporate Transaction, each outstanding option shall be (i) assumed by the successor corporation (or parent thereof) or (ii) replaced with a comparable option to purchase shares of the capital stock of the successor
corporation (or parent thereof) or with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance
with the same vesting schedule applicable to such option. The determination of option comparability under clause (ii) above shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive. However, to the extent
the successor corporation (or parent thereof) does not effect such assumption or replacement, each outstanding option shall automatically accelerate so that each such option shall, immediately prior to the effective date of the Corporate
Transaction, become fully exercisable for all of the shares of Common Stock at the time subject to such option and may be exercised for any or all of those shares as fully-vested shares of Common Stock. 
  
 B. Unless otherwise provided by the Plan Administrator or the Stock Option
Agreement, all outstanding repurchase rights shall also be assigned to the successor corporation (or parent thereof) in the event of any Corporate Transaction. However, to the extent the successor corporation (or parent thereof) does not accept such
assignment, the outstanding repurchase rights shall terminate automatically, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, upon the consummation of the Corporate Transaction, except to the extent
such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time the repurchase right is issued. 
  
 C. Unless otherwise provided by the Plan Administrator or the Stock Option Agreement, immediately following the consummation of the Corporate Transaction,
all outstanding options shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof). 
  
 D. Each option which is assumed in connection with a Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction, had the option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments shall
also be made to (i) the number and class of securities available for issuance under the Plan following the consummation of such Corporate Transaction and (ii) the exercise price payable per share under each outstanding option, provided the aggregate
exercise price payable for such securities shall remain the same. 
  

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 E. The Plan Administrator shall have the discretion, exercisable either at the time the option is granted
or at any time while the option remains outstanding, to provide for the automatic acceleration, in whole or in part, of one or more outstanding options (and the automatic termination, in whole or in part, of one or more outstanding repurchase
rights, with the immediate vesting of the shares of Common Stock subject to those terminated rights) upon the occurrence of a Corporate Transaction, whether or not those options are to be assumed or replaced (or those repurchase rights are to be
assigned) in the Corporate Transaction. 
  
 F. The Plan
Administrator shall also have full power and authority to grant options under the Plan which will automatically accelerate in whole or in part should the Optionee’s Service subsequently terminate by reason of an Involuntary Termination within a
designated period (not to exceed twelve (12) months) following the effective date of any Corporate Transaction in which those options are assumed or replaced and do not otherwise accelerate. Any options so accelerated shall remain exercisable for
fully-vested shares until the earlier of (i) the expiration of the option term or (ii) the expiration of the one (1)-year period measured from the effective date of the Involuntary Termination. In addition, the Plan Administrator may provide that
one or more of the Corporation’s outstanding repurchase rights with respect to shares held by the Optionee at the time of such Involuntary Termination shall immediately terminate in whole or in part, and the shares subject to those terminated
rights shall accordingly vest. 
  
 G. The portion of any Incentive
Option accelerated in connection with a Corporate Transaction shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar limitation is not exceeded. To the extent such dollar limitation is exceeded,
the accelerated portion of such option shall be exercisable as a Non-Statutory Option under the Federal tax laws. 
  
 H. The grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 
  
 IV. CANCELLATION AND REGRANT OF OPTIONS 
  
 The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Plan and to grant in substitution therefor new options covering the same or different number of shares of Common Stock but with an exercise price per share based on the Fair Market Value per
share of Common Stock on the new option grant date. 
  

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 ARTICLE THREE 
  
 STOCK ISSUANCE PROGRAM 
  

I. STOCK ISSUANCE TERMS 
  
 Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening option grants. Each
such stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms specified below. 
  
 A. Purchase Price. 
  
 1. The purchase price per share shall be fixed by the Plan Administrator and may be less than the Fair Market Value of the Common Stock on the stock
issuance date. 
  
 2. Subject to the provisions of Section I of
Article Four, shares of Common Stock may be issued under the Stock Issuance Program for one or both of the following items of consideration which the Plan Administrator may deem appropriate in each individual instance: 
  
 (i) cash or check made payable to the Corporation, or

  
 (ii) past services rendered to the
Corporation (or any Parent or Subsidiary). 
  
 B. Vesting
Provisions. 
  
 1. Shares of Common Stock issued under
the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more installments over the Participant’s period of Service or upon attainment of specified
performance objectives. The elements of the vesting schedule applicable to any unvested shares of Common Stock issued under the Stock Issuance Program, namely: 
  

(i) the Service period to be completed by the Participant or the performance objectives to be attained, 
  
 (ii) the number of installments in which the shares are to
vest, 
  
 (iii) the interval or intervals (if
any) which are to lapse between installments, and 
  
 (iv) the effect which death, Disability or other event designated by the Plan Administrator is to have upon the vesting schedule, shall be determined by the Plan Administrator and incorporated into the Stock Issuance Agreement. 

 
 2. Any new, substituted or additional securities or other property
(including money paid other than as a regular cash dividend) which the Participant may have the right to receive 

  

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with respect to the Participant’s unvested shares of Common Stock by reason of any stock dividend, stock split, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested
shares of Common Stock and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate. 
  
 3. The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to the Participant under the Stock Issuance
Program, whether or not the Participant’s interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. 
  
 4. Should the Participant cease to remain in Service while holding one or
more unvested shares of Common Stock issued under the Stock Issuance Program or should the performance objectives not be attained with respect to one or more of such unvested shares of Common Stock, then those shares shall be immediately surrendered
to the Corporation for cancellation, and the Participant shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash
equivalent (including the Participant’s purchase-money indebtedness), the Corporation shall repay to the Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid principal balance of any outstanding
purchase-money note of the Participant attributable to such surrendered shares. 
  
 5. The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock (or other assets attributable thereto) which would otherwise occur upon the
non-completion of the vesting schedule applicable to such shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any
time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives. 
  
 C. First Refusal Rights. Until such time as the Common Stock is first registered under Section 12(g) of the 1934 Act, the Corporation shall
have the right of first refusal with respect to any proposed disposition by the Participant (or any successor in interest) of any shares of Common Stock issued under the Stock Issuance Program. Such right of first refusal shall be exercisable in
accordance with the terms established by the Plan Administrator and set forth in the document evidencing such right. 
  
 II. CORPORATE TRANSACTION 
  
 A. Unless otherwise provided by the Plan Administrator or the Stock Option Agreement, all of the outstanding repurchase rights under the Stock Issuance
Program shall be assigned to the successor corporation (or parent thereof) in any Corporate Transaction. However, to the extent such successor corporation (or parent thereof) does not accept such assignment, the repurchase rights shall automatically
terminate and the shares shall vest in full unless such accelerated vesting is precluded by other limitations imposed in the Stock Issuance Agreement. 
  
 B. The Plan Administrator shall have the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the
Corporation’s repurchase/cancellation rights remain outstanding under the Stock Issuance Program, to provide that those rights shall automatically terminate in whole or in part, and the shares of Common Stock subject to those terminated rights
shall immediately vest, in the event the Participant’s Service should subsequently terminate by 

  

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reason of an Involuntary Termination within a designated period (not to exceed twelve (12) months) following the effective date of any Corporate Transaction
in which those repurchase/cancellation rights are assigned to the successor corporation (or parent thereof). 
  
 III. SHARE ESCROW/LEGENDS 
  
 Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such
shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares. 
  

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 ARTICLE FOUR 
  
 MISCELLANEOUS 
  
 I. FINANCING 
  
 The Plan Administrator may permit any Optionee or Participant to pay the option exercise price or the purchase price for shares issued to such person
under the Plan by delivering a promissory note payable in one or more installments. The terms of any such promissory note (including the interest rate and the terms of repayment) shall be established by the Plan Administrator in its sole discretion.
Promissory notes may be authorized with or without security or collateral. In all events, the maximum credit available to the Optionee or Participant may not exceed the sum of (i) the aggregate option exercise price or purchase price payable for the
purchased shares (less the par value of such shares) plus (ii) any Federal, state and local income and employment tax liability incurred by the Optionee or the Participant in connection with the option exercise or share purchase. 
  
 II. EFFECTIVE DATE AND TERM OF PLAN 
  
 A. The Plan shall become effective when adopted by the Board, but no option
granted under the Plan may be exercised, and no shares shall be issued under the Plan, until the Plan is approved by the Corporation’s stockholders. If such stockholder approval is not obtained within twelve (12) months after the date of the
Board’s adoption of the Plan, then all options previously granted under the Plan shall terminate and cease to be outstanding, and no further options shall be granted and no shares shall be issued under the Plan. Subject to such limitation, the
Plan Administrator may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan. 
  
 B. The Plan shall terminate upon the earliest of (i) the expiration of the ten (10)-year period measured from the date the
Plan is adopted by the Board, (ii) the date on which all shares available for issuance under the Plan shall have been issued or (iii) the termination of all outstanding options in connection with a Corporate Transaction. Upon such Plan termination,
all options and unvested stock issuances outstanding under the Plan shall continue to have full force and effect in accordance with the provisions of the documents evidencing such options or issuances. 
  
 III. AMENDMENT OF THE PLAN 
  
 A. The Board shall have complete and exclusive power and authority to amend
or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect the rights and obligations with respect to options or unvested stock issuances at the time outstanding under the Plan unless the Optionee or
the Participant consents to such amendment or modification. 
  
 B.
Options to purchase shares of Common Stock may be granted under the Plan and shares of Common Stock may be issued under the Plan that are in each instance in excess of the number of shares then available for issuance under the Plan, provided any
excess shares actually issued under the Plan are held in escrow until there is obtained stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such stockholder
approval is not obtained within twelve (12) months after the date the first such excess issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall 

  

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terminate and cease to be outstanding and (ii) the Corporation shall promptly refund to the Optionees and the Participants the exercise or purchase price
paid for any excess shares issued under the Plan and held in escrow, together with interest (at the applicable Short-Term Federal Rate) for the period the shares were held in escrow, and such shares shall thereupon be automatically cancelled and
cease to be outstanding. 
  
 IV. USE OF PROCEEDS

  
 Any cash proceeds received by the Corporation from the sale
of shares of Common Stock under the Plan shall be used for general corporate purposes. 
  
 V. WITHHOLDING 
  
 The
Corporation’s obligation to deliver shares of Common Stock upon the exercise of any options or upon the issuance or vesting of any shares issued under the Plan shall be subject to the satisfaction of all applicable Federal, state and local
income and employment tax withholding requirements. 
  
 VI.
REGULATORY APPROVALS 
  
 The implementation of the Plan, the
granting of any options under the Plan and the issuance of any shares of Common Stock (i) upon the exercise of any option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the shares of Common Stock issued pursuant to it. 
  
 VII. NO EMPLOYMENT OR SERVICE RIGHTS 
  
 Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such
person’s Service at any time for any reason, with or without cause. 
  

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 APPENDIX 
  
 The following definitions shall be in effect under the Plan: 
  
 A. Board shall mean the Corporation’s Board of Directors. 
  
 B. Code shall mean the Internal Revenue Code of 1986, as
amended. 
  
 C. Committee shall mean a committee of
two (2) or more Board members appointed by the Board to exercise one or more administrative functions under the Plan. 
  
 D. Common Stock shall mean the Corporation’s common stock. 
  
 E. Corporate Transaction shall mean any of the following Transactions: 
  
 (i) a merger or consolidation in which securities possessing
more than 50 percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction,

  
 (ii) the sale, transfer or other disposition
of all or substantially all of the Corporation’s assets or capital stock, or 
  
 (iii) a tender or exchange offer in which, after the consummation of the offer, the offeror is the beneficial owner (as determined
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended), directly or indirectly, of at least 15 percent of the outstanding Common Stock. 
  

F. Corporation shall mean ProFlowers Incorporated, a Delaware corporation. 
  
 G. Disability shall mean the inability of the Optionee or the Participant to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances. Disability
shall be deemed to constitute Permanent Disability in the event that such Disability is expected to result in death or has lasted or can be expected to last for a continuous period of 12 months or more. 
  
 H. Employee shall mean an individual who is in the employ of
the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. 
  
 I. Exercise Date shall mean the date on which the Corporation shall have received written notice of the option
exercise. 
  
 J. Fair Market Value per share of
Common Stock on any relevant date shall be determined in accordance with the following provisions: 
  
 (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as such price is reported by the National 








 
Association of Securities Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Common Stock on the
date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 
  
 (ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 
  
 (iii) If the Common Stock is at the time neither listed on
any Stock Exchange nor traded on the Nasdaq National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate. 
  
 K. Incentive Option shall mean an option which satisfies the
requirements of Code Section 422. 
  
 L. Involuntary
Termination shall mean the termination of the Service of any individual which occurs by reason of: 
  
 (i) such individual’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or 
  
 (ii) such individual’s voluntary resignation following
(A) a change in his or her position with the Corporation which materially reduces his or her level of responsibility, (B) a reduction in his or her level of compensation (including base salary, fringe benefits and participation in
corporate-performance based bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation of such individual’s place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is
effected without the individual’s consent. 
  
 M.
Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be
inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant or other person in the Service of the Corporation (or any Parent or
Subsidiary). 
  
 N. 1934 Act shall mean the
Securities Exchange Act of 1934, as amended. 
  
 O.
Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422. 
  

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 P. Option Grant Program shall mean the option grant program in effect under the Plan.

  
 Q. Optionee shall mean any person to whom an
option is granted under the Plan. 
  
 R. Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock
possessing 50 percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 S. Participant shall mean any person who is issued shares of Common Stock under the Stock Issuance Program. 
  
 T. Plan shall mean the Corporation’s 1998 Stock
Option/Stock Issuance Plan, as set forth in this document. 
  
 U.
Plan Administrator shall mean either the Board or the Committee, to the extent the Committee is at the time responsible for the administration of the Plan. 
  
 V. Service shall mean the provision of services to the Corporation (or any Parent or Subsidiary) by a person
in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor, except to the extent otherwise specifically provided in the documents evidencing the option grant. 
  
 W. Stock Exchange shall mean either the American Stock Exchange
or the New York Stock Exchange. 
  
 X. Stock Issuance
Agreement shall mean the agreement entered into by the Corporation and the Participant at the time of issuance of shares of Common Stock under the Stock Issuance Program. 
  
 Y. Stock Issuance Program shall mean the stock issuance program in effect under the Plan. 
  
 Z. Stock Option Agreement shall mean the stock option agreement
between the Optionee and the Corporation, which agreement is executed pursuant to the Plan. 
  
 AA. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing 50 percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
  
 BB. 10% Stockholder shall mean the owner of stock (as
determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary). 
  

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