Exhibit 10.6




FTD,

INC.




RESTRICTED

STOCK AWARD AGREEMENT




WHEREAS, ____________ (the “Grantee”)

is a director, officer or employee (or an approved service provider) of FTD,

INC. (the “Company”) or a Subsidiary of the Company; and




WHEREAS, the grant of the shares

of restricted stock (as governed by the Company’s 2002 Long-Term Equity

Incentive Plan (the “Plan”)) described herein has been authorized by a

resolution of Company’s Compensation Committee;




NOW, THEREFORE, pursuant to

the Plan, the Company hereby grants to the Grantee _____ restricted shares of

Common Stock (as defined in the Plan) (such ____ restricted shares being

hereinafter referred to as the “Restricted Shares”), effective as of ______

(the “Date of Grant”), and subject to the terms and conditions of the

Plan and the terms and conditions of this Restricted Stock Award Agreement.




1.             DEFINITIONS.

All capitalized terms used herein and not otherwise defined herein shall have

the meanings assigned to them in the Plan.




2.             ISSUANCE

OF SHARES. The Restricted Shares shall be issued to the Grantee, and, except as

otherwise provided in the Plan, upon payment to the Company by the Grantee of

the aggregate par value thereof, shall be fully paid and nonassessable and

shall be represented by a certificate or certificates issued in the name of the

Grantee and endorsed with an appropriate legend referring to the restrictions

hereinafter set forth.




3.             RESTRICTIONS

ON TRANSFER OF SHARES. The Restricted Shares may not be sold, assigned,

transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed

of by the Grantee, except to the Company, until they have become nonforfeitable

as provided in Section 4 hereof.  Any

purported encumbrance or disposition in violation of the provisions of this

Section 3 shall be void AB INITIO, and the other party to any such

purported transaction shall not obtain any rights to or interest in the

Restricted Shares.  As and when

permitted by the Plan, the Committee may in its sole discretion waive the restrictions

on transferability with respect to all or a portion of the Restricted Shares.




4.             VESTING

OF SHARES.




(a)           Subject

to Section 6 hereof, the Restricted Shares shall vest and become nonforfeitable

if the Grantee is or becomes and remains as a director, officer or employee (or

an approved service provider) of the Company or a Subsidiary through the

vesting date set forth below with respect to the number of Restricted Shares

set forth next to such date:




 




 





























 




	

   


  	

   


  	

  Number (or Percentage) of Restricted


  	

   


  
	

  Vesting

  Date


  	

   


  	

  Shares Vesting on such Vesting Date


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




(b)           Notwithstanding

the provisions of Section 4(a) above, in connection with a Change in Control,

the provisions set forth in Section 8 of the Plan shall govern with respect to

the acceleration of the nonforfeitability of the Restricted Shares.




5.             FORFEITURE

OF SHARES.  If the Grantee ceases to be

(or does not become) a director, officer or employee of (or ceases to otherwise

perform certain other services approved by the Committee for the Company or a

Subsidiary for any reason), except as and to the extent the Restricted Shares

have vested (i.e., become nonforfeitable pursuant to Section 4 hereof),

the non-vested Restricted Shares shall be forfeited by the Grantee and the

certificate(s) representing the non-vested portion of the Restricted Shares so

forfeited shall be canceled.




6.             CERTAIN

SALES UPON DISCHARGE FOR CAUSE. In connection with a Discharge for Cause of the

Grantee, the Company, at the sole discretion of the Committee, may repurchase

all or any portion of the Restricted Shares beneficially owned by the Grantee

on the date of the Grantee’s receipt of notice of Discharge for Cause that have

theretofore vested hereunder pursuant to Section 4 hereof, provided that

any such repurchase is subject to the limitations thereon set forth in Section

8 of the Plan.




7.             DIVIDEND,

VOTING AND OTHER RIGHTS.  Except as

otherwise provided in this Restricted Stock Award Agreement, from and after the

Date of Grant, the Grantee shall have all of the rights of a stockholder with

respect to the Restricted Shares, including the right to vote the Restricted

Shares and receive any dividends that may be paid thereon; PROVIDED, HOWEVER,

that any additional Common Stock or other securities that the Grantee may

become entitled to receive pursuant to a stock dividend, stock split,

recapitalization, combination of shares, merger, consolidation, separation or

reorganization or any other change in the capital structure of the Company

shall be subject to the same risk of forfeiture and restrictions on transfer as

the forfeitable Restricted Shares in respect of which they are issued or

transferred and shall become Restricted Shares for the purposes of this

Restricted Stock Award Agreement.




8.             RETENTION

OF STOCK CERTIFICATE(S) BY THE COMPANY. The certificate(s) representing the

Restricted Shares shall be held in custody by the Company, together with a

stock power endorsed in blank by the Grantee with respect thereto, until such

shares have become nonforfeitable in accordance with Section 4.




9.             COMPLIANCE

WITH LAW. The Company shall make reasonable efforts to comply with all

applicable federal and state securities laws; PROVIDED, HOWEVER,

notwithstanding any other provision of this Restricted Stock Award Agreement,

the Company shall not be obligated to issue or release from restrictions on

transfer any Restricted Shares pursuant to this Restricted Stock Award

Agreement if such issuance or release would result in a violation of any such

law.




 




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10.           WITHHOLDING

TAXES. If the Company or any Subsidiary shall be required to withhold any

federal, state, local or foreign tax in connection with any issuance or vesting

of Restricted Shares or other securities pursuant to this Restricted Stock Award

Agreement, and the amounts available to the Company or such Subsidiary for such

withholding are insufficient, the Grantee shall pay the tax or make provisions

that are satisfactory to the Company or such Subsidiary for the payment

thereof. The Grantee may elect to satisfy all or any part of any such

withholding obligation by surrendering to the Company or such Subsidiary a

portion of the Restricted Shares that become nonforfeitable hereunder, and the

Restricted Shares so surrendered by the Grantee shall be credited against any

such withholding obligation at the Market Value per Share of such Restricted

Shares on the date of such surrender.




11.           NO

EMPLOYMENT CONTRACT. Nothing contained in this Restricted Stock Award Agreement

shall confer upon the Grantee any right with respect to continuance of

employment by the Company or any Subsidiary or limit or affect in any manner

the right of the Company or any Subsidiary to terminate the employment or

adjust the compensation of the Grantee.




12.           RELATION

TO OTHER BENEFITS. Any economic or other benefit to the Grantee under this

Restricted Stock Award Agreement or the Plan shall not be taken into account in

determining any benefits to which the Grantee may be entitled under any profit–sharing,

retirement or other benefit or compensation plan maintained by the Company or a

Subsidiary and shall not affect the amount of any life insurance coverage

available to any beneficiary under any life insurance plan covering employees

of the Company or a Subsidiary.




13.           AMENDMENTS.

Any amendment to the Plan shall be deemed to be an amendment to this Restricted

Stock Award Agreement to the extent that the amendment is applicable hereto;

PROVIDED, HOWEVER, that no amendment shall adversely affect the rights of the

Grantee under this Restricted Stock Award Agreement without the Grantee’s

consent.




14.           SEVERABILITY.

In the event that one or more of the provisions of this Restricted Stock Award

Agreement shall be invalidated for any reason by a court of competent

jurisdiction, any provision so invalidated shall be deemed to be separable from

the other provisions hereof, and the remaining provisions hereof shall continue

to be valid and fully enforceable.




15.           RELATION

TO PLAN. This Agreement is subject to the terms and conditions of the Plan. In

the event of any inconsistent provisions between this Restricted Stock Award

Agreement and the Plan, the Plan shall govern. The Board acting pursuant to the

Plan, as constituted from time to time, shall except as otherwise expressly

provided herein have the right to determine any questions that arise under this

Restricted Stock Award Agreement.




16.           SUCCESSORS

AND ASSIGNS. The provisions of this Restricted Stock Award Agreement shall

inure to the benefit of, and be binding upon, the successors, administrators,

heirs, legal representatives and assigns of the Grantee and the successors and

assigns of the Company.




 




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17.           NOTICES.

Any notice to the Company provided for herein shall be in writing to the

attention of the Corporate Secretary at FTD, Inc., 3113 Woodcreek Drive,

Downers Grove, Illinois 60515, and any notice to the Grantee shall be addressed

to the Grantee at his address currently on file with the Company.  Except as otherwise provided herein, any written

notice shall be deemed to be duly given if and when hand delivered, or five

business days after having been mailed by United States registered or certified

mail, return receipt requested, postage prepaid, or three business days after

having been sent by a nationally recognized overnight courier service,

addressed as aforesaid. Any party may change the address to which notices are

to be given hereunder by written notice to the other party as herein specified,

except that notices of changes of address shall be effective only upon receipt.




18.           GOVERNING

LAW. The laws of the State of Delaware, without giving effect to the principles

of conflict of laws thereof, shall govern the interpretation, performance and

enforcement of this Restricted Stock Award Agreement.




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                                IN

WITNESS WHEREOF, the undersigned have executed this Restricted Stock Award

Agreement as of the ____ day of ________, 20___.




 




 




	

   


  	

  FTD, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  





 




	

  ACKNOWLEDGED AND AGREED:


  
	

   


  
	

   


  
	

  (Signature of Participant)


  





 




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