Exhibit 10.24


 


October 14, 2008


 


Robert Apatoff


[address]


 


Dear Rob,


 


This letter sets forth the terms and
conditions of your employment with FTD Group, Inc. (the “Company”).


 


1.                                       Position.  Your employment with the Company will commence on November 3, 2008
(the “Commencement Date”).  You
will serve as President of the Company and shall have such duties and
responsibilities consistent with your position or such other duties and
responsibilities as may from time to time be determined by the board of
directors of the Company (the “Board of Directors”)
or the Chairman and Chief Executive Officer of the Company.  You will report to me as the Chairman and
Chief Executive Officer of the Company. You agree to devote your full-time
attention, skill and efforts to the performance of your duties for the Company.


 


2.                                       Salary and Benefits. 
You will be paid a salary at the annual rate of $600,000, payable in
semi-monthly installments in accordance with the Company’s standard payroll
practices, subject to any increases as determined by the Board of Directors
from time to time.  You will be eligible
to participate in the employee benefits plans, including a 401(k) plan,
that are provided to similarly situated executives of the Company or that have
been made available to you by the Board of Directors. You will be entitled to a
minimum of 4 weeks of paid vacation each year, or such greater amount as
determined in accordance with the standard vacation policy applicable to
similarly situated executives of the Company.


 


3.                                       Bonus.


 


(a)                                  Within fourteen (14) days following
the Commencement Date, you will receive a signing bonus equal to $200,000 (the “Signing Bonus”).


 


(b)                                 You will also be eligible to receive
an annual bonus of up to 100% of your annual base salary for each fiscal year
in the form of cash or stock as determined by the Company in its sole
discretion (the “Annual Bonus”), less
withholding required by law, based on performance criteria established by the
Board of Directors; provided, however,
that your bonus for the year ending December 31, 2008 will not be
discretionary and will be fixed at $200,000. 
Except as otherwise determined by the Board of Directors or as set forth
herein, your bonus awards will be paid only if you are employed by and in good
standing with the Company at the time of bonus payments.   Your bonus awards shall be paid in no event
later than the 15th day of the third 


 

















 


month following the end of the taxable year
(of the Company or you, whichever is later) in which such bonus award is
earned.


 


4.                                       Restricted Stock Units.


 


(a)                                  Effective as of November 15,
2008, subject to your continued employment with the Company through such date,
you shall be granted restricted stock units covering 485,000 shares of common
stock of United Online (the “UOL Restricted Stock Units”),
twenty-five percent (25%) of which units will vest on each of November 15,
2009, 2010, 2011, and 2012, subject to your continued employment with the
Company through each such date.  The UOL
Restricted Stock Units will be subject to the terms and conditions set forth in
the applicable stock plan and corresponding restricted stock unit agreement;
provided that, in the event of any inconsistency between the terms of the
restricted stock unit agreement and this letter, the terms of this letter shall
control.


 


(b)                                 Upon the termination of your
employment by the Company “without cause” or by you for “good reason” (each
such term as defined below) prior to November 15, 2012, and in connection
with or within twenty-four (24) months after a change in control of United
Online (as defined in the applicable stock plan or restricted stock unit
agreement), you shall fully vest in all your UOL Restricted Stock Units.


 


(c)                                  Upon the termination of your
employment by the Company “without cause” or by you for “good reason” prior to November 15,
2012, and prior to and not in connection with, or more than twenty-four (24)
months after a change in control of United Online (as defined in the applicable
stock plan or restricted stock unit agreement ), or as a result of your death
or Disability (as defined below), the vesting of your outstanding UOL
Restricted Stock Units will be accelerated by the additional number of shares
in which you would have been vested at the time of such termination if you had
completed an additional twelve (12) months of service, calculated as if such
units vest on a monthly basis; provided however,
that in no event will the number of shares which vest on such an accelerated
basis exceed the number of shares unvested immediately prior to the date of
such termination.


 


(d)                                 For purposes of this letter, “Disability” means your inability to
engage in any substantial gainful activity necessary to perform your duties
hereunder by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted, or can be
expected to last, for a continuous period of not less than twelve (12) months.


 


5.                                       Policies;
Procedures; Confidentiality and Non-Competition Agreement. 
As an employee of the Company, you will be expected to abide by all of
the policies and procedures applicable to employees of the Company, including,
without limitation the terms of:  the
Insider Trading Policy; the Code of Ethics; and the Employee Handbook.  You will also be bound by the Confidentiality
and Non-Competition Agreement between you and the Company (or any successor
thereto or affiliate thereof), a copy of which is attached hereto as Appendix
A and is incorporated herein by reference.


 


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6.                                       At Will Employment. 
Notwithstanding anything to the contrary contained herein, your
employment with the Company will be “at will” and will not be for any specified
term, meaning that either you or the Company will be entitled to terminate your
employment at any time and for any reason, with or without cause.  Any contrary representations that may have
been made to you are superseded by the terms set forth in this paragraph.  This is the full and complete agreement
between you and the Company on this subject. 
Although your job duties, title, compensation and benefits, as well as
the personnel policies and procedures applicable to you, may change from time
to time, the “at will” nature of your employment may only be changed in an
express written agreement signed by you and the Chief Executive Officer of the
Company and approved by the Board of Directors.


 


7.                                      Termination of Employment


 


(a)                                  Termination by
You.  If you terminate your employment
with the Company for any reason other than for “good reason” (as defined
below), all obligations of the Company as set forth in this letter will cease,
other than the obligation to pay you any accrued base salary for services
rendered through the date of termination, to pay you for any accrued but unused
vacation days as of the date of termination, and to fulfill its obligations in
accordance with the terms of the applicable stock plan or restricted stock unit
agreement.  If you terminate your
employment with the Company for “good reason,” in addition to the foregoing,
the Company will pay you the Separation Payment (as defined below) subject to
the conditions set forth in Section 7(b) below.  However, and notwithstanding the termination
of your employment by you, you will continue to be obligated to comply with the
terms of the Confidentiality and Non-Competition Agreement referenced in Section 5
above.


 


(b)                                 Termination by the
Company.  If your employment is terminated by
the Company “without cause” (as defined below), and subject to your execution
(without revoking) and delivery to the Company of a comprehensive agreement
releasing the Company and its officers, directors, employees, stockholders,
parents, subsidiaries, affiliates, representatives and other parties and
containing such other and additional terms as the Company deems satisfactory (“Release”), which becomes effective
after the expiration of any applicable revocation period, the Company will pay
you a separation payment (the “Separation Payment”)
equal to the sum of (i) twenty-four (24) months of your then current
annual base salary, (ii) your Annual Bonus and (iii) your Annual
Bonus, prorated through your termination date. 
For purposes of Section 7(b)(ii) and Section 7(b)(iii) above,
“Annual Bonus” shall mean the lesser of
100% of your then current annual base salary or the Annual Bonus paid to you
for the preceding fiscal year.  This
Separation Payment will be payable monthly on a pro rata basis over twenty-four
(24) months after such termination with the first such payment commencing upon
the expiration of all applicable review and revocation periods applicable to
the Release as statutorily required by law. 
Upon termination of your employment by the Company “without cause,”
other than the obligations set forth in the first sentence of Section 7(a) above
and the acceleration of vesting provided in Section 4 above, the Company
will have no further obligation to you except pursuant to this paragraph.


 


If your employment is terminated by the
Company “with cause” (as defined below), the Company will have no further
obligation to you under the terms of this letter, other than the obligations
set forth in the first sentence of Section 7(a) above.  However, and notwithstanding 


 


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the termination of your employment by the
Company “with cause” or “without cause,” or by you for “good reason,” you will
continue to be obligated to comply with the terms of the Confidentiality and
Non-Competition Agreement referenced in Section 5 above.


 


If any payment or benefit received or to be
received by you (including any payment or benefit received pursuant to this
letter or otherwise) would be (in whole or part) subject to the excise tax
imposed by Section 4999 of the 
Internal Revenue Code of 1986, or any successor provision thereto, or
any similar tax imposed by state or local law, or any interest or penalties
with respect to such excise tax (such tax or taxes, together with any such
interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then, the cash
payments provided to you under this Agreement shall first be reduced (and
thereafter, if necessary, the acceleration of 
vesting provided to you under this Agreement shall be reduced) to the
extent necessary to make such payments and benefits not subject to such Excise
Tax, but only if such reduction results in a higher after-tax payment to you
after taking into account the Excise Tax and any additional taxes  you would pay if such payments and benefits
were not reduced.


 


(c)                                  Definitions.


 


For purposes of this letter, “good reason” means:


 


(i)                                     a material reduction in your base
salary without your prior written consent;


 


(ii)                                  a material reduction in your
authority, duties or responsibilities in a manner inconsistent with the terms
of this agreement, without your prior written consent; or


 


(iii)                               any material un-waived breach by the
Company of the terms of this letter;


 


(iv)                              provided however, that with respect
to any of (i) – (iii) above, you shall provide written notice to the
Company of the existence of the good reason condition within ninety (90) days
of its initial existence and the Company shall have 30 days to cure such
condition, and your termination of employment must occur within 180 days
following the initial existence of any of (i) – (iii) above.


 


For purposes of this letter, “with cause” means your commission of
any one or more of the following acts:


 


(i)                                     willfully damaging of the property,
business, business relationships, reputation or goodwill of the Company or any
direct or indirect parent, subsidiary or other affiliate thereof (an “Affiliate”);


 


(ii)                                  commission of a felony or a
misdemeanor involving moral turpitude;


 


(iii)                               theft, dishonesty, fraud or
embezzlement;


 


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(iv)                              willfully violating any rules or
regulations of any governmental or regulatory body that is or is reasonably
expected to be injurious to the Company or any Affiliate thereof;


 


(v)                                 the use of alcohol, narcotics or
other controlled substances to the extent that it prevents you from efficiently
performing services for the Company or any Affiliate  thereof;


 


(vi)                              willfully injuring any other
employee of the Company or any Affiliate thereof;


 


(vii)                           willfully injuring any person in the
course of performance of services for the Company or any Affiliate thereof;


 


(viii)                        disclosing to a competitor or other
unauthorized persons confidential or proprietary information or secrets of the
Company or any Affiliate thereof;


 


(ix)                                solicitation of business on behalf
of a competitor or a potential competitor of the Company or any Affiliate
thereof;


 


(x)                                   harassment of any other employee of
the Company or any Affiliate thereof or the commission of any act which
otherwise creates an offensive work environment for other employees of the
Company or any Affiliate thereof;


 


(xi)                                failure for any reason within five (5) days
after receipt by you of written notice thereof from the Company, to correct,
cease or otherwise alter any insubordination, failure to comply with
instructions, inattention to or neglect of the duties to be performed by you or
other act or omission to act that in the opinion of the Company does or may
adversely affect the business or operations of the Company or any Affiliate
thereof;


 


(xii)                             breach of any material term of this
letter; or


 


(xiii)                          any other act or omission that is
determined to constitute “cause” in the good faith discretion of the Board of
Directors.


 


For purposes of this letter, “without cause” means any reason not
within the scope of the definition of the term “with cause.”


 


(d)                                 Code Section 409A
Deferral Period.  Notwithstanding any provision to the contrary
in this letter, no payment or distribution under this letter which constitutes
an item of deferred compensation under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and
becomes payable by reason of your termination of employment with the Company
will be made to you unless your termination of employment constitutes a “separation
from service” (as such term is defined in Treasury Regulations issued under Section 409A
of the Code).  For purposes of this
letter, each amount to be paid or benefit to be provided shall be construed as
a separate identified payment for purposes of Section 409A of the
Code.  If you are a “specified employee”
as defined in Section 409A of the Code and, as a result of that status,
any 


 


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portion of the payments under this letter
would otherwise be subject to taxation pursuant to Section 409A of the
Code, you shall not be entitled to any payments upon a termination of your
employment until the earlier of (i) the expiration of the six (6)-month
period measured from the date of your “separation from service” (as such term
is defined in Treasury Regulations issued under Section 409A of the Code)
or (ii) the date of your death. 
Upon the expiration of the applicable Section 409A deferral period,
all payments and benefits deferred pursuant to this Section 7(d) (whether
they would have otherwise been payable in a single sum or in installments in
the absence of such deferral) shall be paid or reimbursed to you in a lump sum,
and any remaining payments due under this letter will be paid in accordance
with the normal payment dates specified for them herein.


 


(e)                                  Withholding Taxes. 
All forms of compensation referred to in this letter are subject to
reduction to reflect applicable withholding and payroll taxes.  Shares may be withheld on the vesting of your
Restricted Stock Units to cover taxes on the terms set forth in the restricted
stock unit agreement.


 


8.                                       Entire Agreement. 
This letter (including any appendices thereto), together with the
Confidentiality and Non-Competition Agreement referenced in Section 5
above, any handbooks and policies applicable to similarly situated executives
of the Company in effect from time to time and the applicable stock plan and
restricted stock unit agreement, contains all of the terms of your employment
with the Company and supersedes any prior understandings or agreements, whether
oral or written, between you and the Company. 
If any provision of this letter is held by an arbitrator or a court of
competent jurisdiction to conflict with any federal, state or local law, or to
be otherwise invalid or unenforceable, such provision shall be construed in a
manner so as to maximize its enforceability while giving the greatest effect as
possible to the parties’ intent.  To the
extent any provision cannot be construed to be enforceable, such provision will
be deemed to be eliminated from this letter and of no force or effect and the
remainder of this letter will otherwise remain in full force and effect and be
construed as if such portion had not been included in this letter.  This letter is not assignable by you.  This letter may be assigned by the Company to
any Affiliate or to successors in interest to the Company or its lines of
business.


 


9.                                       Amendment and
Governing Law.  This letter may not be amended or modified
except by an express written agreement signed by you and the Chief Executive
Officer of the Company.  The terms of
this letter and the resolution of any disputes will be governed by Illinois
law, and venue for any disputes will be in Chicago, Illinois.


 


10.                                 Term. 
This letter will expire on November 15, 2012, except Sections 5, 6,
7(d) and (e), 8, 9 and 10 will survive such expiration.  Following the expiration of this letter, your
employment with the Company will continue to be “at will.”


 


[Signature Page Follows]


 


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We look forward to a successful
relationship with you.  You may indicate
your agreement with these terms by signing and dating this letter.


 


If you have any questions, please call the
undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  FTD GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Goldston

  
	
   

  	
  Name:

  	
  Mark R. Goldston

  	
   

  
	
   

  	
  Title:

  	
  Chairman

  	
   

  
							



 


 


I have read the foregoing and accept the terms set forth in this
letter:


 


 


	
  /s/ Robert Apatoff

  	
   

  
	
  Robert Apatoff

  
	
   

  
	
   

  
	
  Dated: October 14, 2008

  



 


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Appendix
A


 


CONFIDENTIALITY AND NON-COMPETITION AGREEMENT


 


CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT (the “Agreement”)
dated and made effective as of October 14, 2008 between FTD Group, Inc.
(the “Company”) and Robert Apatoff
(the “Executive”).


 


R E C
I T A L S:


 


A.                                   The
Company and the Executive have entered into that certain letter agreement of
even date with this Agreement pursuant to which the Executive will serve as
President of the Company; and


 


B.                                     In
connection therewith, the Company and the Executive desire to provide for
certain additional obligations.


 


NOW,
THEREFORE, in consideration of the offer to and acceptance by the Executive of
employment as President of the Company and of other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto additionally agree as follows:


 


Section 1.                    Secrecy,
Non-Competition, No Interference and Non-Solicitation.


 


(a)                                  No
Competing Employment.  The Executive
acknowledges that (i) the agreements and covenants contained in this Section 1
are essential to protect the value of the Company’s business and assets and (ii) by
virtue of his employment with the Company, the Executive will obtain such
knowledge, know-how, training and experience of such a character that there is
a substantial probability that such knowledge, know-how, training and
experience could be used to the substantial advantage of a competitor of the
Company and to the Company’s substantial detriment.  Therefore, the Executive agrees that, for the
period (the “Restricted Period”)
commencing on the date of this Agreement and ending on the date that is
twenty-four (24) months after the date on which the Executive is no longer
employed by the Company for any reason, the Executive shall not participate,
operate, manage, consult, join, control or engage, directly or indirectly, for
the benefit of the Executive or on behalf of or in conjunction with any person,
partnership, corporation or other entity, whether as an employee, consultant,
agent, officer, stockholder, member, investor, agent or otherwise, in any
business activity if such activity constitutes the sale or provision of floral
products or services that are similar to, or competitive with, floral products
or services then being sold or provided by the Company or any of its
subsidiaries or affiliated companies, including, without limitation, retail
florists’ business services, floral order transmission and related network
services, development and distribution of branded floral products on the
Internet or other consumer direct segment of the floral industry (including,
without limitation, Interflora, Inc., Teleflora LLC., 1-800-FLOWERS.COM, Inc.,
Proflowers.com, Floral Source, (a “Competitive Activity”),
in any of:  the City of Downers Grove,
Illinois, the County of DuPage, Illinois or any other city or county in the
State of Illinois; the District of Columbia or any other state, territory,
district or commonwealth of the United States or any county, parish, city or
similar political subdivision in 


 

















 


any other state,
territory, district or commonwealth of the United States; any other country or
territory anywhere in the world or in any city, canton, county, district,
parish, province or any other political subdivision in any such country or
territory; or anywhere in the world (each city, canton, commonwealth, county,
district, parish, province, state, country, territory or other political
subdivision or other location in the world shall be referred to as a “Non-competition Area”).  The parties to this Agreement intend that the
covenant contained in the preceding sentence of this Section 1(a) shall
be construed as a series of separate covenants, one for each city, canton,
commonwealth, county, district, parish, state, province, country, territory, or
other political subdivision or other area of the world specified.  Except for geographic coverage, each separate
covenant shall be considered identical in terms to the covenant contained in
the preceding sentence.  The parties
further acknowledge the breadth of the covenants, but agree that such broad
covenants are necessary and appropriate in the light of the global nature of
the Competitive Activity.  If, in any
judicial or other proceeding, a court or other body declines to enforce any of
the separate covenants included in this Section 1(a), the unenforceable
covenant shall be considered eliminated from these provisions for the purpose
of those proceedings to the extent necessary to permit the remaining separate
covenants to be enforced.  Notwithstanding
the foregoing, the Executive may maintain or undertake purely passive
investments on behalf of the Executive, the Executive’s immediate family or any
trust on behalf of the Executive or the Exective’s immediate family in
companies engaged in a Competitive Activity so long as the aggregate interest
represented by such investments does not exceed 1% of any class of the
outstanding publicly traded debt or equity securities of any company engaged in
a Competitive Activity.


 


(b)                                 Nondisclosure
of Confidential Information.  The
Executive, except in connection with his employment hereunder, shall not
disclose to any person or entity or use, either during the Executive’s
employment with the Company or at any time thereafter, any information not in
the public domain, in any form, acquired by the Executive while employed by the
Company or, if acquired following the Executive’s employment with the Company,
such information that, to the Executive’s knowledge, has been acquired,
directly or indirectly, from any person or entity owing a duty of
confidentiality to the Company or any of its affiliates, relating to the
Company, United Online, Inc., a Delaware corporation and the parent
corporation of the Company (“UOL”), or
any of its successors or their subsidiaries or affiliated companies
(collectively, the “UOL Group”), including but
not limited to trade secrets, technical information, systems, procedures, test
data, price lists, financial or other data (including the revenues, costs or
profits associated with any of the Company’s products or services), business
and product plans, code books, invoices and other financial statements,
computer programs, discs and printouts, customer and supplier lists or names,
personnel files, sales and advertising material, telephone numbers, names,
addresses or any other compilation of information, written or unwritten, that
is or was used in the business of the Company, UOL, any predecessor of the
Company, UOL or any of the Company’s, or UOL’s subsidiaries, affiliates,
successors or assigns.  The Executive
agrees and acknowledges that all of such information, in any form, and copies
and extracts thereof are and shall remain the sole and exclusive property of
the Company or other UOL Group entity, and upon termination of his employment
with the Company, the Executive shall return to the Company the originals and
all copies (and shall delete all such items in electronic format) of any such
information provided to or acquired by the Executive in connection with the
performance of the Executive’s duties for the Company, and shall return to the
Company all files, correspondence, computer equipment and disks or other
communications 


 


2

















 


(including any such
materials in electronic format) received, maintained or originated by the
Executive during the course of the Executive’s employment.


 


(c)                                  No
Interference and Non-Solicitation. 
During the Restricted Period, the Executive shall not, whether for the
Executive’s own account or for the account of any other individual,
partnership, firm, corporation or other business organization (other than the
Company), solicit, endeavor to entice away from the Company, UOL, or any of the
Company’s or UOL’s subsidiaries or affiliated companies, or otherwise interfere
with the relationship of the Company or 
UOL or any of its or their subsidiaries or affiliated companies with,
any person who, to the knowledge of the Executive, is (or has at any time
within the preceding three months been) employed by or otherwise engaged to
perform services for the Company, UOL or any of the Company’s or UOL’s
subsidiaries or affiliated companies (including, but not limited to, any
independent sales representatives or organizations) or any entity who is, or
was within the then most recent 12-month period, a customer or client of the
Company, UOL, any predecessor of the Company or UOL or any of the Company’s or
UOL’s subsidiaries or affiliated companies (a “Customer”)
or a supplier or vendor of the Company or UOL or any of the Company’s or UOL’s
subsidiaries or affiliated companies (a “Supplier”);
provided, however, that this Section 1(c) shall not
prohibit the Executive from employing, for the Executive’s own account,
following a termination of the employment of the Executive, any person employed
by a Customer or Supplier, if such employment is not in connection with a
Competitive Activity.


 


Section 2.                                            Calculation
of Time Period.  The Executive agrees
that if the Executive violates the provisions of Section 1(a) of this
Agreement, the running of the Restricted Period shall be tolled for the period
in which the Executive is in violation of such non-competition provisions.  The Executive understands that the foregoing
restrictions may limit the Executive’s ability to earn a livelihood in a
business engaged in a Competitive Activity, but the Executive nevertheless
believes that the Executive has received and will receive sufficient
consideration and other benefits as an employee of the Company and as otherwise
provided in connection with the Merger to clearly justify restrictions that, in
any event, given his education, skills and ability, the Executive does not
believe would prevent the Executive from earning a living.


 


Section 3.                                            Inventions.


 


(a)                                  Defined.  The Executive understands that during the
period the Executive previously served as a member of the Company’s Board of
Directors and during term of the Executive’s employment, there have been and
are certain restrictions on the Executive’s development of technology, ideas,
and inventions, referred to in this Agreement as “Invention
Ideas.”  The term
Invention Ideas means all ideas, processes, trademarks, service marks,
inventions, technology, computer programs, original works of authorship,
designs, formulas, discoveries, patents and copyrights relating to any existing
or planned service or product of the Company, and all improvements, rights, and
claims related to the foregoing, that are conceived, developed, or reduced to
practice by the Executive alone or with others.  The Executive agrees that all
original works of authorship which were or are made by the Executive (solely or
jointly with others) as a former member of the Company’s Board of Directors or
within the scope of the 


 


3

















 


Executive’s
employment and which are protectable by copyright are “works made for hire,” as
the term is defined in the United States Copyright Act (17 USCA, Section 101).


 


(b)                                 Disclosure.  The Executive agrees to maintain adequate and
current written records on the development of all Invention Ideas and to
disclose promptly to the Company all Invention Ideas and relevant records,
which records will remain the sole property of the Company.  The Executive further agrees that all
information and records pertaining to any idea, process, trademark, service
mark, invention, technology, computer program, original work of authorship,
design formula, discovery, patent, or copyright that might reasonably be
construed to be an Invention Idea, but was, during the period that the
Executive served as a member of the Company’s Board of Directors, or is
conceived, developed, or reduced to practice by the Executive (alone or with
others) during the Executive’s employment or during the one-year period
following termination of the Executive’s employment, shall be promptly
disclosed to the Company (such disclosure to be received in confidence).  Any disclosure pursuant to this Section 3(b) will
be received by the Company in confidence so that the Company may examine such
information to determine if in fact it constitutes Invention Ideas subject to
this Agreement.


 


(c)                                  Assignment.  The Executive agrees to, and does hereby
continuously, assign to the Company, without further consideration, all right,
title, and interest that the Executive may presently have or acquire
(throughout the United States and in all foreign countries), free and clear of
all liens and encumbrances, in and to each Invention Idea, which shall be the
sole property of the Company, whether or not patentable.  In the event any Invention Idea shall be
deemed by the Company to be patentable or otherwise registrable, the Executive
shall assist the Company (at its expense) in obtaining patent or other
applicable registrations, and the Executive shall execute all documents and do
all other things (including testifying at the Company’s expense) necessary or
proper to obtain patent or other applicable registrations and to vest the
Company with full title to them.  The
Executive’s obligation to assist the Company in obtaining and enforcing
patents, registrations or other rights for such inventions in any and all
countries, shall continue beyond the termination of my employment, but the
Company shall compensate the Executive at a reasonable rate after such
termination for the time actually spent by the Executive at the Company’s
request for such assistance.  Should the
Company be unable to secure the Executive’s signature on any document necessary
to apply for, prosecute, obtain, or enforce any patent, copyright, or other
right or protection relating to any Invention Idea, whether due to the
Executive’s mental or physical incapacity or any other cause, the Executive
hereby irrevocably designates and appoints the Company and each of its duly
authorized officers and agents as the Executive’s agent and attorney-in-fact,
to act for and on the Executive’s behalf, to execute and file any such document
and to do all other lawfully permitted acts to further the prosecution,
issuance, and enforcement of patents, copyrights, or other rights of protections
with the same force and effect as if executed and delivered by the
Executive.  Notwithstanding
the foregoing provisions of this Section 3:


 


This provisions of this Section 3(c) do
not apply to any invention for which no equipment, supplies, facility, or trade
secret information of the Company was used and which was developed entirely on
the Executive’s own time, unless (a) the invention relates (i) to the
business of the Company or (ii) to the Executive’s actual or demonstrably
anticipated research or development, or (b) the invention results from any
work performed by the Executive for the Company.


 


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(d)                                 Exclusions.  Except as disclosed in Exhibit A
attached hereto, there are no ideas, processes, trademarks, service marks,
inventions, technology, computer programs, original works of authorship,
designs, formulas, discoveries, patents, copyrights, or improvements to the
foregoing that the Executive wishes to exclude from this Agreement.  If nothing is listed on Exhibit A,
the Executive represents that the Executive has no such inventions or
improvements at the time of signing this Agreement, and that the Executive is
not aware of any existing contract in conflict with this Agreement.


 


(e)                                  Post-Termination
Period.  The Executive understands and acknowledges
that because of the difficulty of establishing when any idea, process,
invention, etc., is first conceived or developed by the Executive, or whether
it results from access to confidential, trade secret or proprietary information
or the Company’s equipment, facilities, and data, the Executive agrees that any
idea, process, trademark, service mark, invention, technology, computer
program, original work of authorship, design, formula, discovery, patent,
copyright, or any improvement, rights, or claims related to the foregoing shall
be presumed to be an Invention Idea if it relates to any existing or planned
service or product of the Company, subsidiaries or affiliates, and if it is
conceived, developed, used, sold, exploited, or reduced to practice by the
Executive or with the Executive’s aid within six months after the Executive’s
termination of employment with the Company. 
The Executive may rebut the above presumption if the Executive proves
that the invention, idea, process, etc., is not an Invention Idea as defined in
Section 3(a).


 


(f)                                    Illinois
Statute.  The Executive understands
that nothing in this Agreement is intended to expand the scope of protection
provided the Executive by Illinois Statute 765 ILCS 1060.


 


Section 4.                                            Irreparable
Injury.  It is further expressly
agreed that the Company will or would suffer irreparable injury if the
Executive were to compete with the Company, UOL or any of its or their
subsidiaries or affiliated companies in violation of this Agreement or the
Executive were to otherwise breach this Agreement.  Any such violation or breach will cause the
Company irreparable harm, the amount of which may be extremely difficult to
estimate, thus, making any remedy at law or in damages inadequate.
Consequently, the Company shall have the right to apply to a court of
appropriate jurisdiction for, and the Executive consents and stipulates to the
entry of, an order of  injunctive relief
in prohibiting the Executive from competing with the Company or UOL, its
successors or any of its or their subsidiaries or affiliated companies in
violation of this Agreement, an order restraining any other breach or
threatened breach of this Agreement, and any other relief the Company and such
court deems appropriate.  This right
shall be in addition to any other remedy available to the Company in law or
equity.  The parties hereby agree that
the  attorneys’ fees of the prevailing
party in any such proceeding or action shall be paid by the non-prevailing party.


 


Section 5.                                            Representation
and Warranties of the Executive.  The
Executive represents and warrants that the execution of this Agreement and
subsequent employment with the Company does not and will not conflict with any
obligations that the Executive has to any former employers or any other
entity.  The Executive further represents
and warrants that the Executive 


 


5

















 


has not brought to the
Company, and will not at any time bring to the Company, any materials,
documents or other property of any nature of a former employer.


 


Section 6.                                            Miscellaneous.


 


(a)                                  Jurisdiction,
Choice of Law and Venue.  The
validity and construction of this Agreement shall be governed by the internal
laws of the State of Illinois, excluding the conflicts-of-laws principles
thereof.  Each party hereto consents to
the jurisdiction of, and venue in, any federal or state court of competent
jurisdiction located in Chicago, Illinois.


 


(b)                                 Entire
Agreement.  This Agreement and any
other agreement or document delivered in connection with this Agreement,
including the letter agreement dated as of the date hereof, between the Company
and the Executive, state the entire agreement and understanding of the parties
on the subject matter of this Agreement, and supersede all previous agreements,
arrangements, communications and understandings relating to that subject
matter.


 


(c)                                  Counterparts.  This Agreement may be signed in two or more
counterparts, each of which shall be deemed an original, with the same effect
as if all signatures were on the same document.


 


(d)                                 Amendment;
Waiver; etc.  This Agreement, and
each other agreement or document delivered in connection with this Agreement,
may be amended, modified, superseded or canceled, and any of the terms thereof
may be waived, only by a written document signed by each party to this
Agreement or, in the case of waiver, by the party or parties waiving
compliance.  The delay or failure of any
party at any time or times to exercise any right or require the performance of
any duty under this Agreement or any other agreement or document delivered in
connection with this Agreement shall in no way affect the right of that party
at a later time to exercise that right or enforce that duty or any other right
or duty.  No waiver by any party of any
condition or of any breach of this Agreement, whether by conduct or otherwise,
in any one or more instances, shall be deemed or construed to be a further or
continuing waiver of any such condition or breach or of the breach of any other
term of this Agreement.  A single or
partial exercise of any right shall not preclude any other or further exercise
of the same right or of any other right. 
The rights and remedies provided by this Agreement shall be cumulative
and not exclusive of each other or of any other rights or remedies provided by
law.


 


(e)                                  Severability.  If any provision of this Agreement or any
other agreement or document delivered in connection with this Agreement, if
any, is partially or completely invalid or unenforceable in any jurisdiction,
then that provision shall be ineffective in that jurisdiction to the extent of
its invalidity or unenforceability, but the invalidity or unenforceability of
that provision shall not affect the validity or enforceability of any other
provision of this Agreement, all of which shall be construed and enforced as if
that invalid or unenforceable provision were omitted, nor shall the invalidity
or unenforceability of that provision in one jurisdiction affect its validity
or enforceability in any other jurisdiction. 
The Company and the Executive agree that the period of time and the
geographical area described in Section 1 are reasonable in view of the
nature of the business in which the Company is engaged and proposes to be
engaged, and the Executive’s understanding of his prospective future 


 


6

















 


employment
opportunities.  However, if the time
period or the geographical area, or both, described in Section 1 should be
judged unreasonable in any judicial proceeding, then the period of time shall
be reduced by that number of months and the geographical area shall be reduced
by elimination of that portion, or both, as are deemed unreasonable, so that
the restriction covenant of Section 1 may be enforced during the longest
period of time and in the fullest geographical area as is adjudged to be
reasonable.


 


(f)                                    Employment
“At-Will”


 


Both the Executive and the Company acknowledge that nothing in this
Agreement creates a contract for employment for any specific duration.  The Executive’s employment shall be “at-will”,
meaning both the Company and the Executive can terminate the relationship at
any time, with or without reason or notice.


 


(g)                                 Survival
of Obligations.  The obligations of
the Executive set forth in this Agreement shall survive the termination of
Employee’s employment with the Company and the termination of this Agreement.


 


(h)                                 Assignment.  This Agreement may be freely assigned by the
Company, but may not be assigned by the Executive without the prior written
consent of the Company which may be withheld at the Company’s sole discretion.


 


(i)                                     Binding
Effect.  This Agreement shall inure
to the benefit of the Company and its successors and assigns, and shall be
binding upon the Executive and the Executive’s heirs, personal representatives
and any permitted assigns.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


 


	
   

  	
  FTD GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark R. Goldston

  
	
   

  	
   

  	
  Mark R. Goldston

  
	
   

  	
   

  	
  Chairman

  
	
   

  	
   

  
	
   

  	
  /s/ Robert Apatoff

  
	
   

  	
  Robert Apatoff

  



 


7

















 


APPENDIX A


 


EXHIBIT
A

EXECUTIVE’S DISCLOSURE


 


Except as set forth below, there are no ideas,
processes, trademarks, service marks, inventions, technology, computer
programs, original works of authorship, designs, formulas, discoveries,
patents, copyrights, or any claims, rights, or improvements to the foregoing
that I wish to exclude from the operation of this Agreement:


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert
  Apatoff