Exhibit 10.3




 




 




 




 




December

30, 2002




 




 




 




M.J.

Soenen




Florists’

Transworld Delivery




3113

Woodcreek Drive




Downers

Grove, Illinois 60515




 




Dear

Mike:




 




This letter agreement (this “Agreement”) sets forth

the terms of your employment with Florists’ Transworld Delivery Inc. (“FTD”).




Duties.  You shall serve as Executive Vice President

of Mercury Technology or in a substantially similar position with any entity

that acquires FTD or all or substantially all of FTD’s assets through October

 31, 2004, which term shall automatically renew for two-year periods

thereafter unless this Agreement is terminated as provided herein upon notice

by FTD Inc. and /or FTD prior to the commencement of any two-year renewal

period.  You shall perform the duties

assigned by FTD from time to time.  You

shall devote your entire business time to the affairs of FTD to the performance

of your duties under this Agreement and to the promotion of FTD’s interests.




Compensation.  As full compensation for the performance by

you of your duties under this Agreement, FTD shall compensate you as follows:




(a)           Salary.  During the term of this Agreement, FTD shall

pay to you a salary of $220,000 per year, payable in the periodic installments

ordinarily paid by FTD to employees of FTD at comparable levels to you.  You shall be entitled to such merit

increases in base salary as the Board of Directors may determine, in its

discretion.




(b)           Performance Bonus.  You shall be entitled to participate in a

performance bonus as set by the Board of Directors based upon performance

criteria to be set by the Board.  If

your employment with FTD is terminated for any reason other than “cause” (as

defined below under “Severance”) following a change in control (as defined

below), you shall be entitled to received a pro rata bonus for the applicable

fiscal year if you are entitled to one based upon the performance criteria set

by the Board.  For purposes of this

agreement, “Change of Control” shall mean:




(1) the acquisition by any

individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)

of the Securities Exchange Act of 1934 (the “Exchange Act”)) (a “Person”) of

beneficial ownership (within the meaning of Rule 13d-3 promulgated under the

Exchange Act) of more than 50% of the combined voting power of the then-outstanding

voting 




 





























 




securities entitled

to vote generally in the election of directors (“Voting Stock”) of FTD Inc. or

FTD, respectively; provided, however, that for purposes of this

subsection (i), the following acquisitions shall not constitute a Change

of Control:  (A) any acquisition

directly from FTD Inc. or FTD, (B) any acquisition by FTD Inc., FTD, any

subsidiary of FTD Inc. or FTD or any employee benefit plan (or related trust)

sponsored or maintained by FTD Inc. or FTD or any such subsidiary or

(C) any acquisition by any of Perry Acquisition Partners, L.P., Bain

Capital, Inc., Fleet Private Equity Co. Inc. or any of their respective

affiliates;




(2) a change in a majority of the members of the Board of Directors of

FTD Inc. or FTD, respectively, occurs (A) within one year following the

public announcement of an actual or threatened election contest (within the

meaning of Rule 14a-11 under the Exchange Act) or the filing of a Schedule 13D

or other public announcement indicating a Person intends to effect a change in

control of FTD Inc. or FTD or (B) as a result of a majority of the members

of the Board having been proposed, designated or nominated by a Person (other

than FTD Inc. or FTD through their respective Boards of Directors or duly authorized

committees thereof or through the exercise of contractual rights);




(3) consummation of a reorganization, merger or consolidation or sale

or other disposition of all or substantially all of the assets of FTD Inc. or

FTD (a “Business Combination”), in each case, unless, following such Business

Combination, (A) more than 50% of the Voting Stock of the entity resulting

from such Business Combination is held in the aggregate by (1) the holders

of securities entitled to vote generally in the election of directors of FTD

Inc. or FTD immediately prior to such transaction, (2) any employee

benefit plan (or related trust) sponsored or maintained by FTD Inc. or FTD or

such entity or any subsidiary of any of them or (3) any of Perry

Acquisition Partners, L.P., Bain Capital, Inc., Fleet Private Equity Co. Inc.

or any of their respective affiliates and (B) at least half of the members

of the board of directors of the entity resulting from such Business

Combination were members of the Board of Directors of  FTD Inc. or FTD at the time of the execution of the initial

agreement, or the action of the Board of Directors of  FTD Inc. or FTD, providing for such Business Combination; or




(4) approval by the stockholders of FTD Inc. or FTD of a complete

liquidation or dissolution of FTD Inc. or FTD.




(c)           Paid Vacation.  You shall be entitled to four weeks of paid

vacation per year in accordance with FTD’s policies with respect to vacations

then in effect.




(d)           Benefits.  You shall be entitled to the additional

employment-related benefits that are made available from time to time to

employees of FTD at comparable levels to you.




(e)           Expense Reimbursement.  FTD shall reimburse you, in accordance with the practice from

time to time in effect for other employees of FTD, for all reasonable and

necessary travel expenses and other disbursements incurred by you, for or on

behalf of FTD, in the performance of your duties under this Agreement.




 




(f)            Accelerated Vesting of Restricted Stock.  Upon a Change of Control (as defined in (b)

above, all of the then unvested restricted shares granted to Executive on

December 30, 2002 shall vest immediately, notwithstanding any provisions to the

contrary in the related restricted stock agreement or the terms of the FTD 2002

Long-Term Incentive Plan.




 




 




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Severance.  FTD shall have the right to terminate your

employment by giving you written notice of the effective date of the

termination.  If your employment is

terminated (i) without “cause” by FTD or (ii) by you following your

assignment to a position that represents a material diminution in your

operating responsibilities (it being understood that a change in your title

shall not by itself entitle you to terminate your employment and receive the

right to severance payments under this paragraph), FTD will pay you continued

salary for one year from the effective date of any such termination of

employment and any pro rata bonus to which you may be entitled pursuant to this

Agreement.  FTD’s severance obligations

are subject to your best efforts to mitigate. 

FTD shall have no further obligation hereunder.




For

purposes of this Agreement, “cause” means any of the following events that FTD

or the FTD Board of Directors has determined, in good faith, has occurred: (i) your

continual or deliberate neglect of the performance of your material duties;

(ii) your failure to devote substantially all of your working time to the

business of FTD and its subsidiaries or affiliated companies; (iii) your

engaging willfully in misconduct in connection with the performance of any of

your duties, including, without limitation, the misappropriation of funds or

securing or attempting to secure personally any profit in connection with any

transaction entered into on behalf of FTD or its subsidiaries or affiliated

companies; (iv) your willful breach of any confidentiality or

nondisclosure agreements with FTD (including this Agreement) or your violation,

in any material respect, of any code or standard of behavior generally

applicable to employees or executive employees of FTD; (v) your active

disloyalty to FTD, including, without limitation, willfully aiding a competitor

or improperly disclosing confidential information; or (vi) your engaging

in conduct that may reasonably result in material injury to the reputation of

FTD, including conviction or entry of a plea of nolo contendre for a felony or

any crime involving fraud under Federal, state or local laws, embezzlement,

bankruptcy, insolvency or general assignment for the benefit of creditors.




Confidential

Information and Non-Competition.  You agree to enter into a separate agreement with FTD (attached

hereto as Exhibit A) that provides for (i) non-disclosure of

confidential information, (ii) non-competition and

(iii) non-solicitation of customers, suppliers and employees.  This Agreement shall not be effective until

you have executed and delivered such agreement to the Company.




Limitation on Payments and

Benefits. 

Notwithstanding any other provision of this Agreement to the contrary,

in the event that it shall be determined (as hereafter provided) that any

payment or distribution by FTD or any of its affiliates to you or for your

benefit, whether paid or payable or distributed or distributable pursuant to

the terms of this Agreement or otherwise pursuant to or by reason of any other

agreement, policy, plan, program or arrangement, including without limitation

any stock option, performance share, performance unit, stock appreciation right

or similar right, or the lapse or termination of any restriction on or the

vesting or exercisability of any of the foregoing, would be subject to the

excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as

amended (the “Code”) (or any successor provision thereto), by reason of being

considered “contingent on a change in ownership or 




 




 




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control” of FTD within the meaning of Section 280G of

the Code (or any successor provision thereto), or to any similar tax imposed by

state or local law, or any interest or penalties with respect to such taxes,

then such payments and benefits to be paid or provided shall be reduced to an

amount (but not below zero) that would result in the maximum possible net after

tax receipts to you from all such payments or distributions (determined by

reference to the present value determined in accordance with Section 280G(d)(4)

of the Code (or any successor provision thereto) of all such payments net of

all such taxes, or any interest or penalties with respect to such taxes,

determined by applying the highest marginal rate under Section 1 of the

Code (or any successor provision thereto) that applied to your taxable income

for the immediately preceding taxable year) (the “Reduced Amount”).  The fact that your payments or benefits may

be reduced by reason of the limitations contained in this paragraph will not of

itself limit or otherwise affect any of your other rights other than pursuant

to this Agreement.  If it is determined

that you should receive a Reduced Amount, FTD will provide you notice to that

effect and a copy of the detailed calculation thereof.  You will then be entitled to designate the

payments or benefits to be so reduced in order to give effect to this

paragraph.  In the event that you fail

to make such designation within ten business days of notification of the

reduction in payments or benefits is required pursuant to this paragraph, FTD

may effect such reduction in any manner it deems appropriate.




Miscellaneous.  This Agreement shall be governed by the internal

laws of the State of Illinois, excluding the conflicts-of-law principles

thereof.  You and FTD consent to

jurisdiction and venue in any federal or state court in the City of Chicago.  This Agreement and the accompanying Exhibit A

state our entire agreement and understanding regarding your employment with

FTD.  This agreement may be amended only

by a written document signed by both you and FTD.  No delay or failure to exercise any right under this Agreement

waives such rights under the Agreement. 

If any provision of this Agreement is partially or completely invalid or

unenforceable, then that provision shall only be ineffective to such extent of

its invalidity or unenforceability, and the validity or enforceability of any

other provision of this Agreement shall not be affected.  Any controversy relating to this Agreement

shall be settled by arbitration in Chicago, Illinois in accordance with the

Commercial Arbitration Rules of the American Arbitration Association, except as

otherwise provided in the Confidentiality and Non-Competition agreement

attached hereto as Exhibit A. 

In the event of any inconsistency between this Agreement and any

personnel policy or manual of FTD with respect to any matter, this Agreement

shall govern the matter.




 




Signature page follows




 




 




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Sincerely,




 




 




	

   


  	

  /s/

  Robert L. Norton


  
	

   


  	

  Robert

  L. Norton


  
	

   


  	

  CEO,

  and Chairman of the Board


  





 




 




	

  Accepted

  as of this 30th day of December, 2002


  
	

   


  
	

  /s/

  M.J. Soenen


  
	

  M.J.

  Soenen


  





 




 




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