**Exhibit10.23**

 

 

**FLORISTS’ TRANSWORLD DELIVERY, INC.**3113 WoodcreekDriveDowners Grove, Illinois 60515

 

June 28, 2002

 

FTD.COM INC.3113 Woodcreek DriveDowners Grove, Illinois 60515

 

William J. Van Cleave3113 Woodcreek DriveDowners Grove, Illinois 60515

 

                                Re:          Modification of EmploymentArrangements

 

Dear Ladies and Gentlemen:

 

                                Thisletter agreement (this “Agreement”) sets forth the agreement ofFlorists’ Transworld Delivery, Inc., a Michigan corporation (the “Assignee”),FTD.COM INC., a Delaware corporation (the “Assignor”), and William J.Van Cleave (the “Executive” and collectively with the Assignee and theAssignor, the “Parties”) relating to the assignment and assumption ofthe Executive’s employment from the Assignor to the Assignee.

 

                                Referenceis made to (i) that certain letter agreement, dated as of May 17, 2000, betweenthe Assignor and the Executive (the “Letter Agreement”), (ii) thatcertain confidentiality and non-disclosure agreement, dated as of May 2000,between the Assignor and the Executive (the “Confidentiality Agreement”)and (iii) that certain restricted shares agreement, dated as of May 17, 2000,between the Assignor and the Executive (the “Equity Award Agreement”).

 

**                               **Subject to the modifications thereto setforth in this Agreement, effective as of June 28, 2002****(the “Assignment Date”):(i) the Assignor hereby assigns all of its rights and obligations arising onand after the Assignment Date under the Letter Agreement and theConfidentiality Agreement to the Assignee; (ii) the Assignee hereby assumes allof the rights and obligations of the Assignor arising on and after theAssignment Date under the Letter Agreement and the Confidentiality Agreement;and (iii) the Executive hereby consents and agrees to such assignment andassumption.

 

                                TheParties agree that, as of the Assignment Date, the Executive shall no longer beemployed by the Assignor. Notwithstanding the foregoing, each of the Parties hereby agrees thatthe assignment and assumption described in the preceding paragraph shall not bedeemed to be a****termination of the Executive’s employment by the Assignor forany purpose whatsoever under the Letter Agreement, the ConfidentialityAgreement or the Equity Award Agreement (including, for purposes hereof, theAssignor’s 1999 Equity Incentive Plan). Furthermore, the assignment and assumption described above shall notadversely affect the timing of the vesting of restricted shares****underthe Equity Award Agreement.  TheExecutive agrees and 

 

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acknowledges that he****is not entitled to and shall not receiveany severance or other benefits in connection with the assignment andassumption described above.

 

                                Eachof the Parties hereby agrees that as of the Assignment Date, all references inthe Letter Agreement to “FTD.COM INC.” and “FTD.COM” shall be amended to referinstead to “Florists’ Transworld Delivery, Inc.”; provided, however,that all references in the Letter Agreement to “FTD.COM’s 1999 Equity IncentivePlan” shall remain unchanged by the execution of this Agreement.

 

                                Eachof the Parties hereby agrees that as of the Assignment Date: (i) all referencesin the Confidentiality Agreement to “FTD.COM INC.” and “the Company” shall beamended to refer instead to “Florists’ Transworld Delivery, Inc.”; (ii) thephrase “relating to the Company, Florists’ Transworld Delivery, Inc., aMichigan corporation and the direct parent corporation of the Company (‘FTDI’),or IOS Brands Corporation, a Delaware corporation and the indirect parentcorporation of the Company (‘IOS’)” in Section 1(b) of the ConfidentialityAgreement shall be amended and restated to read “relating to the Company or IOSBrands Corporation, a Delaware corporation and the direct parent corporation ofthe Company (‘IOS’)”; and (iii) all references in the Confidentiality Agreementto “FTDI” and “FTDI’s” shall be deleted.

 

                                Eachof the Parties hereby agrees that as of the Assignment Date, all references inthe Equity Award Agreement to “the Company” and “FTD.COM Inc.” shall be amendedto refer instead to “Florists’ Transworld Delivery, Inc.”; provided, however,that all references in the Equity Award Agreement to  “FTD.COM’s 1999 Equity Incentive Plan” shall remain unchanged bythe execution of this Agreement.

 

                                TheExecutive hereby acknowledges and agrees that pursuant to the Agreement andPlan of Merger, dated as of March 3, 2002, among IOS Brands Corporation, aDelaware corporation (“IOS”), the Assignee, Aroma Acquisition Corp., aDelaware corporation, and the Assignee (the “Merger Agreement”), uponconsummation of the transactions contemplated thereby, the Equity AwardAgreement shall be assumed by IOS.

 

                                ThisAgreement shall be governed by the internal laws of the State of Illinois,without giving effect to any conflicts-of-law principles thereof.  Each of the Parties consents to thejurisdiction and venue of any federal or state court located in the City ofChicago, Illinois, and waive any objection thereto.  Any amendment or modification to this Agreement shall require thewritten consent of each of the Parties. If any provision of this Agreement is partially or completely invalid orunenforceable, then that provision shall only be ineffective to such extent ofits invalidity or unenforceability and the remainder of this Agreement shall beunaffected thereby. In the event of any inconsistency between this Agreementand the Letter Agreement, the Confidentiality Agreement or the Equity AwardAgreement, this Agreement shall govern. Any disputes or controversies relating to this Agreement shall besettled by the arbitration procedures set forth in the Letter Agreement.

 

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                                ThisAgreement may be executed in any number of counterparts, all of which shall beconsidered one and the same agreement, and shall become effective when one ormore counterparts have been signed by each of the Parties and delivered to theother Parties.  A facsimile signaturepage hereto shall be deemed to be an original signature page for all purposeshereunder.

 

 
|   | **FLORISTS’  TRANSWORLD DELIVERY, INC.** |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |   |
|   | By:                                           | /s/ LARRY JOHNSON |
|   | Name:  Larry  Johnson                    |
|   | Its: Vice President, Human Resources          |

 

 

AGREED TO AND ACCEPTED as of thedate first written above:

 
| **EXECUTIVE**                      |
|------------------------------------|
|                               |   |
| By:                                | /s/  WILLIAM  J. VAN CLEAVE |
|                               |   |
| Name:   William J. Van Cleave |
|                               |   |
|                               |   |
|                               |   |
| **FTD.COM  INC.**                  |
|                               |   |
| By:                                | /s/ MICHAEL SOENEN |
|                               |   |
| Name:   Michael Soenen        |
|                               |   |
| Its:   President and CEO      |
|                               |   |

 

 

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