**Exhibit 10.43**

 

**PROVIDE COMMERCE, INC.**

**STOCK OPTION AGREEMENT**

 

**RECITALS**

 

A. The Board has adopted thePlan for the purpose of retaining the services of selected Employees, non-employee members of the Board or of the board of directors of any Parent or Subsidiary and consultants and other independent advisors who provide services to the Corporation(or any Parent or Subsidiary). 

 

B. Optionee is to rendervaluable services to the Corporation (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee.

 

C. All capitalized terms in this Agreement shall have themeaning assigned to them in the attached Appendix. 

 

**NOW,THEREFORE**, it is hereby agreed as follows: 

 

1. **Grantof Option**. The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice. The option shares shall be purchasable from time to time during the optionterm specified in Paragraph 2 at the Exercise Price. 

 

2.**Option Term**. This option shall have a maximum term of ten (10) years measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or6. 

 

3. **Limited Transferability**. This option shallbe neither transferable nor assignable by Optionee other than by will or by the laws of descent and distribution following Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee. However, if this option isdesignated a Non-Statutory Option in the Grant Notice, then this option may be assigned in whole or in part during Optionee’s lifetime either as (i) a gift to one or more family members of Optionee’s Immediate Family, to a trust in whichOptionee and/or one or more such family members hold more than fifty percent (50%) of the beneficial interest or an entity in which more than fifty percent (50%) of the voting interests are owned by Optionee and/or one or more such family members,or (ii) pursuant to a domestic relations order. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shallbe the same as those in effect for this option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate. 

 

4. **Dates of Exercise**. This option shall become exercisable forthe Option Shares in one or more installments as specified in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installmentsuntil the Expiration Date or sooner termination of the option term under Paragraph 5 or 6. 

5. **Cessation of Service**. The option term specified in Paragraph 2 shall terminate (and thisoption shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 

 

(i) Should Optionee cease to remain in Service for any reason (other than death, Permanent Disability or Misconduct) while this option is outstanding,then this option shall remain exercisable until the earlier of (i) the expiration of the three (3)-month period measured from the date of such cessation of Service or (ii) the Expiration Date. 

 

(ii) Should Optionee die while holding this option, then Optionee’sBeneficiary shall have the right to exercise this option until the earlier of (A) the expiration of the twelve (12)-month period measured from the date of Optionee’s death or (B) the Expiration Date. 

 

(iii) Should Optionee cease Service by reason of Permanent Disability whilethis option is outstanding, then this option shall remain exercisable until the earlier of (i) the expiration of the twelve (12)-month period measured from the date of such cessation of Service or (ii) the Expiration Date. 

 

(iv) During the applicable post-Service exercise period, this option may notbe exercised in the aggregate for more than the number of vested Option Shares for which the option is exercisable on the date of Optionee’s cessation of Service. Upon the expiration of the applicable exercise period or (if earlier) upon theExpiration Date, this option shall terminate and cease to be outstanding for any vested Option Shares for which the option has not been exercised. However, this option shall, immediately upon Optionee’s cessation of Service for any reason,terminate and cease to be outstanding to the extent this option is not otherwise at that time exercisable for vested shares. 

 

(v) Should Optionee’s Service be terminated for Misconduct or should Optionee engage in Misconduct while this option is outstanding, then thisoption shall terminate immediately and cease to be outstanding. 

 

6. **Special Acceleration of Option**. 

 

(a) In the event of a Change in Control, this option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that this option shall, immediately prior to the effective date of theChange in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as fully-vested shares of Common Stock. No such acceleration of this option, however,shall occur if and to the extent: (i) this option is, in connection with the Change in Control, assumed or otherwise continued in full force and effect by the successor corporation (or parent thereof) pursuant to the terms of the Change in Controlor (ii) this option is replaced with a cash incentive program of the successor corporation which preserves the spread existing at the time of the Change in Control on the Option Shares for which this option is not otherwise at that time exercisable(the excess of the Fair Market Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same option exercise schedule set forth in the Grant Notice.

 

(b) Immediately following the consummation of the Change inControl, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise expressly continued in full force and effect pursuant to the terms of the Change in Control.

 

2 

(c) If this option is assumed in connection with a Change in Control, then this option shall beappropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior tosuch Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the holders of Common Stock receive cash consideration for their Common Stock inconsummation of the Change in Control, the successor corporation may, in connection with the assumption of this option, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid pershare of Common Stock in such Change in Control. 

 

(d) ThisAgreement shall not in any 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 itsbusiness or assets. 

 

7. **Adjustment in OptionShares**. 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 theCorporation’s receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilutionor enlargement of benefits hereunder. 

 

8. **StockholderRights**. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares.

 

9. **Manner of Exercising Option**. 

 

(a) In order to exercise this option with respect to all or any part of theOption Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: 

 

(i) Execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised.

 

(ii) Pay the aggregate Exercise Price for the purchasedshares in one or more of the following forms: 

 

(A) cash orcheck made payable to the Corporation; 

 

(B) a promissory notepayable to the Corporation, but only to the extent authorized by the Plan Administrator in accordance with Paragraph 13; 

 

(C) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a chargeto the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date; or 

 

(D) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrentlyprovide irrevocable instructions (I) to a Corporation-approved 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 

 

3 

date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable incomeand employment taxes required to be withheld by the Corporation by reason of such exercise and (II) 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 the sale and remittance procedure is utilized inconnection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise delivered to the Corporation in connection with the option exercise. 

 

(iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other thanOptionee) have the right to exercise this option. 

 

(iv) Makeappropriate arrangements with the Corporation (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all income and employment tax withholding requirements applicable to the option exercise. 

 

(b) As soon as practical after the Exercise Date, the Corporation shallissue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. 

 

(c) In no event may this option be exercised for any fractional shares. 

 

10. **Compliance with Laws and Regulations**. 

 

(a) The exercise of this option and the issuance of the Option Shares uponsuch exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on whichthe Common Stock may be listed for trading at the time of such exercise and issuance. 

 

(b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this optionshall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals.

 

11. **Successors and Assigns**. Except to the extentotherwise provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee and Optionee’s assigns and Beneficiaries. 

 

12. **Notices**. Any notice required to be given or delivered tothe Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at theaddress indicated below Optionee’s signature line on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.

 

13. **Financing**. The Plan Administrator may, inits absolute discretion and without any obligation to do so, permit Optionee to pay the Exercise Price for the purchased Option Shares by delivering a full-recourse promissory note payable to the Corporation. The terms of any such promissory note(including the interest rate, the requirements for collateral and the terms of repayment) 

 

4 

shall be established by the Plan Administrator in its sole discretion (subject to applicable prohibitions on loans toofficers and directors under the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder and similar rules promulgated by U.S. Securities and Exchange Commission, the Nasdaq National Market and any stock exchange). 

 

14. **Construction**. This Agreement and the option evidencedhereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall beconclusive and binding on all persons having an interest in this option. 

 

15. **Governing Law**. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State’s conflict-of-laws rules.

 

16. **Excess Shares**. If the Option Shares coveredby this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval ofan amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. 

 

17. **Additional Terms Applicable to an Incentive Option**. In the event this option is designated an Incentive Option in the Grant Notice, thefollowing terms and conditions shall also apply to the grant: 

 

(a) This option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this option is exercised for one or more Option Shares: (A) more than three (3) months after the date Optionee ceases to be anEmployee for any reason other than death or Permanent Disability or (B) more than twelve (12) months after the date Optionee ceases to be an Employee by reason of Permanent Disability. 

 

(b) No installment under this option shall qualify for favorable tax treatment as an Incentive Option if (and to theextent) the aggregate Fair Market Value (determined at the Grant Date) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective date or dates ofgrant) of the Common Stock or other securities for which this option or any other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent or Subsidiary) firstbecome exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this option shall nevertheless becomeexercisable for the excess shares in such calendar year as a Non-Statutory Option. 

 

(c) Should the exercisability of this option be accelerated upon a Change in Control, then this option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair MarketValue (determined at the Grant Date) of the Common Stock for which this option first becomes exercisable in the calendar year in which the Change in Control occurs does not, when added to the aggregate value (determined as of the respective date ordates of grant) of the Common Stock or other securities for which this option or one or more other Incentive Options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any Parent orSubsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of suchChange in Control, the option may nevertheless be exercised for the excess shares in such calendar year as a Non-Statutory Option. 

 

5 

(d) Should Optionee hold, in addition to this option, one or more other options to purchase Common Stockwhich become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as Incentive Options shall be applied on the basis of the order in which such options aregranted. 

 

18. **Leave of Absence**. The followingprovisions shall apply upon the Optionee’s commencement of an authorized leave of absence: 

 

(a) The exercise schedule in effect under the Grant Notice shall be frozen as of the first day of the authorized leave, and this option shall not becomeexercisable for any additional installments of the Option Shares during the period Optionee remains on such leave. 

 

(b) Should Optionee resume active Employee status within sixty (60) days after the start date of the authorized leave, Optionee shall, for purposes ofthe exercise schedule set forth in the Grant Notice, receive Service credit for the entire period of such leave. If Optionee does not resume active Employee status within such sixty (60)-day period, then no Service credit shall be given for theperiod of such leave. 

 

(c) If this option is designated as anIncentive Option in the Grant Notice, then the following additional provision shall apply: 

 

(i) If the leave of absence continues for more than ninety (90) days, then this option shall automatically convert to a Non-Statutory Option at the end of the three (3)-month period measured from the ninety-first(91st) day of such leave, unless Optionee’s reemployment rights are guaranteed by statute or by written agreement. Following any such conversion of this option, all subsequent exercises of this option, whether effected before or afterOptionee’s return to active Employee status, shall result in an immediate taxable event, and the Corporation shall be required to collect from Optionee the income and employment withholding taxes applicable to such exercise. 

 

(d) In no event shall this option become exercisable for any additionalOption Shares or otherwise remain outstanding if Optionee does not resume Employee status prior to the Expiration Date of the option term. 

 

6 

**EXHIBIT I**

 

**NOTICE OF EXERCISE**

 

I hereby notify Provide Commerce, Inc. (the “Corporation”) that I elect to purchase                     shares of the Corporation’s Common Stock (the “Purchased Shares”) at the option exercise price of$                     per share (the “Exercise Price”) pursuant to that certain option (the “Option”) granted to me underthe Corporation’s 2003 Stock Incentive Plan on                     . 

 

Concurrently with the delivery of this Exercise Notice to the Corporation, I shall hereby pay to the Corporation theExercise Price for the Purchased Shares in accordance with the provisions of my agreement with the Corporation (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as acondition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect payment of the Exercise Price. 

 
  Date    
 
  Optionee    Address: 
 
Print name in exact manner it is to appear on the stock certificate: 
 
Address to which certificate is to be sent, if different from address above: 
 
  
 
Social Security Number: 
 

 

**APPENDIX**

 

The following definitions shall be in effect under the Agreement: 

 

A. **Agreement** shall mean this Stock Option Agreement.

 

B. **Beneficiary** shall mean, in the event the PlanAdministrator implements a beneficiary designation procedure, the person designated by Optionee, pursuant to such procedure, to succeed to Optionee’s rights under the option evidenced by this Agreement to the extent the option is held byOptionee at the time of death. In the absence of such designation or procedure, the Beneficiary shall be the personal representative of the estate of Optionee or the person or persons to whom the option is transferred by will or the laws of descentand distribution. 

 

C. **Board** shall mean theCorporation’s Board of Directors. 

 

D. **Change inControl** shall mean a change in ownership or control of the Corporation effected through any of the following transactions: 

 

(a) a merger, consolidation or reorganization approved by the Corporation’s stockholders, unless securities representing more than fifty percent(50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned theCorporation’s outstanding voting securities immediately prior to such transaction. 

 

(b) any stockholder-approved transfer or other disposition of all or substantially all of the Corporation’s assets, or 

 

(c) the acquisition, directly or indirectly by any person or related group of persons (other than the Corporation or a person that directly or indirectlycontrols, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power ofthe Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders which the Board recommends such stockholders to accept. 

 

E. **Code** shall mean the Internal Revenue Code of 1986, asamended. 

 

F. **Common Stock** shall mean theCorporation’s common stock. 

 

G. **Corporation**shall mean Provide Commerce, Inc., a Delaware corporation, and any successor corporation to al or substantially all of the assets or voting stock of Provide Commerce, Inc. which shall be appropriate action adopt the Plan. 

 

H. **Employee** shall mean an individual who is in the employ ofthe 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 option shall have been exercised in accordance withParagraph 9 of the Agreement. 

 

J. **Exercise Price**shall mean the exercise price per share as specified in the Grant Notice. 

 

A-1 

K. **Expiration Date** shall mean the date on which the option expires as specified in theGrant Notice. 

 

L. **Fair Market Value** per share ofCommon 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 sellingprice per share of Common Stock on the date in question, as the 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 onthe date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists; or 

 

(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 pershare 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. Ifthere 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. 

 

M. **Grant Date** shall mean the date of grant of the option asspecified in the Grant Notice. 

 

N. **Grant Notice**shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby. 

 

O. **Immediate Family** of Optionee shall mean Optionee’s child, stepchild, grandchild, parent, stepparent,grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships. 

 

P. **Incentive Option** shall mean an option which satisfies the requirements of Code Section 422. 

 

Q. **Misconduct** shall mean the commission of any act of fraud,embezzlement or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any intentional wrongdoing by Optionee, whether by omission orcommission, which adversely affects the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not limit the grounds for the dismissal or discharge of Optionee or any otherindividual in the Service of the Corporation (or any Parent or Subsidiary). 

 

R. **Non-Statutory Option** shall mean an option not intended to satisfy the requirements of Code Section 422. 

 

S. **Notice of Exercise** shall mean the notice of exercise in the form attached hereto as Exhibit I. 

 

A-2 

T. **Option Shares** shall mean the number of shares of Common Stock subject to the option asspecified in the Grant Notice. 

 

U. **Optionee** shallmean the person to whom the option is granted as specified in the Grant Notice. 

 

V. **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 theCorporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

 

W. **Permanent Disability** shall mean the inability of Optionee toengage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more.

 

X. **Plan** shall mean the Corporation’s 2003Stock Incentive Plan. 

 

Y. **Plan Administrator**shall mean either the Board or a committee of the Board acting in its administrative capacity under the Plan. 

 

Z. **Service** shall mean Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of anEmployee, a non-employee member of the board of directors or a consultant or independent advisor. 

 

AA. **Stock Exchange** shall mean the American Stock Exchange or the New York Stock Exchange. 

 

BB. **Subsidiary** shall mean any corporation (other than theCorporation) 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 fifty percent (50%) or moreof the total combined voting power of all classes of stock in one of the other corporations in such chain. 

 

A-3 

**ADDENDUM**

**TO**

**STOCK OPTION AGREEMENT**

 

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement(the “Option Agreement”) by and between Provide Commerce, Inc. (the “Corporation”) and                                 (“Optionee”) evidencing the stockoption (the “Option”) granted on                             ,20     to Optionee under the terms of the Corporation’s 2003 Stock Incentive Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise definedherein, shall have the meanings assigned to them in the Option Agreement. 

 

**INVOLUNTARY TERMINATION**

**FOLLOWING CHANGE IN CONTROL**

 

1. To the extent the Option does not accelerate, in connection with a Changein Control, the Option shall continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However,immediately upon an Involuntary Termination of Optionee’s Service within eighteen (18) months following such Change in Control, the Option (or any replacement grant), to the extent outstanding at the time but not otherwise fully exercisable,shall automatically accelerate so that the Option shall become immediately exercisable for all the Option Shares at the time subject to the Option and may be exercised for any or all of those shares as fully vested shares of Common Stock.

 

2. The Option as accelerated under Paragraph 1 shall remain soexercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the effective date of Optionee’s Involuntary Termination. 

 

3. For purposes of this Addendum, an “Involuntary Termination”shall mean the termination of Optionee’s Service by reason of: 

 

(i) Optionee’s involuntary dismissal or discharge by the Corporation for reasons other than Misconduct, or 

 

(ii) Optionee’s voluntary resignation following (A) a change in Optionee’s position with the Corporation (or Parent or Subsidiary employingOptionee) which materially reduces Optionee’s level of responsibility, (B) a reduction in Optionee’s level of compensation (including base salary, fringe benefits and target bonus under any performance based bonus or incentive programs) bymore than fifteen percent (15%) or (C) a relocation of Optionee’s place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by the Corporation without Optionee’s consent.

 

4. The provisions of Paragraph 2 of this Addendum shall governthe period for which the Option is to remain exercisable following the Involuntary Termination of Optionee’s Service within eighteen (18) months after the Change in Control and shall supersede any provisions to the contrary in Paragraph 5 ofthe Option Agreement. 

**ADDENDUM**

**TO**

**STOCK OPTION AGREEMENT**

 

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreementdated                                  (the “Option Agreement”) by andbetween Provide Commerce, Inc. (the “Corporation”) and                                        (“Optionee”) evidencing the stock option (the “Option”) granted on                                , 20     to Optioneeunder the terms of the Corporation’s 2003 Stock Incentive Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to them inthe Option Agreement. 

 

**LIMITED STOCK APPRECIATION RIGHT**

 

1. Optionee is hereby granted a limited stock appreciationright exercisable upon the following terms and conditions: 

 

(i) Optionee shall have the unconditional right exercisable at any time during the thirty (30)-day period immediately following a Hostile Take-Over to surrender the Option to the Corporation, to the extent the Optionis at the time exercisable for one or more shares of Common Stock. In return for the surrendered Option, Optionee shall receive a cash distribution from the Corporation in an amount equal to the excess of (A) the Option Surrender Value of the OptionShares for which the surrendered option (or surrendered portion) is at the time exercisable over (B) the aggregate Exercise Price payable for such shares. 

 

(ii) To exercise this limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide theCorporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the Option is being surrendered. Such notice must be accompanied by the return of Optionee’s copy of the OptionAgreement, together with any written amendments to such Agreement. The cash distribution shall be paid to Optionee within five (5) business days following such delivery date. The exercise of the limited stock appreciation right in accordance withthe terms of this Addendum is hereby approved by the Plan Administrator in advance of such exercise, and no further approval of the Plan Administrator shall be required at the time of the actual option surrender and cash distribution. Upon receiptof such cash distribution, the Option shall be cancelled with respect to the Option Shares for which the Option has been surrendered, and Optionee shall cease to have any further right to acquire those Option Shares under the Option Agreement. TheOption shall, however, remain outstanding and exercisable for the balance of the Option Shares (if any) in accordance with the terms of the Option Agreement, and the Corporation shall issue a new stock option agreement (substantially in the sameform of the surrendered Option Agreement) for those remaining Option Shares. 

 

(iii) In no event may this limited stock appreciation right be exercised when there is not a positive spread between the Fair Market Value of the Option Shares subject to the surrendered option and the aggregateExercise Price payable 

for such shares. This limited stock appreciation right shall in all events terminate upon the expirationor sooner termination of the Option and may not be assigned or transferred by Optionee, except to the extent the Option is transferable in accordance with the provisions of the Option Agreement. 

 

2. For purposes of this Addendum, the following definitions shall be ineffect: 

 

(i) A “Hostile Take-Over” shall mean

 

(A) the acquisition, directly or indirectly,by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 ofthe 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholderswhich the Board does not recommend such stockholders to accept, or 

 

(B) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Boardmembership, to be comprised of individuals who either (I) have been Board members continuously since the beginning of such period or (II) have been elected or nominated for election as Board members during such period by at least a majority of theBoard members described in clause (I) who were still in office at the time the Board approved such election or nomination. 

 

(ii) The “Option Surrender Value” shall mean the Fair Market Value per share of Common Stock on the option surrender date or,in the event of a Hostile Take-Over effected through a tender offer, the highest reported price per share of Common Stock paid by the tender offeror in effecting such Hostile Take-Over, if greater. However, if the surrendered Option is designated asan Incentive Option in the Grant Notice, then the Option Surrender Value shall not exceed the Fair Market Value per share.