Exhibit10.26

SECUREDPROMISSORY NOTE

 
| $___________ | May 17, 2001 |
|--------------|--------------|

             FORVALUE, RECEIVED, _________ (“Payor”), promises to pay to the order of FTD.COMINC., a Delaware corporation (together with its successors and assigns,“Payee”), at its principle place of business, 3113 Woodcreek Drive, DownersGrove, IL 60515, or at such other place as Payee may designate, the principalsum of ________ Dollars ($).

             Theprincipal amount of this Promissory Note (“the Note”) shall be payable on May17, 2005 in accordance with the terms of this Note; provided, however,the principal amount of this Note shall immediately be due and payable uponPayor’s termination of employment.

             Theoutstanding principal amount of this Note shall bear simple interest at six andone half percent (6.5%), per annum. Accrued interest shall be payable at maturity (whether at final maturityor earlier) of this Note.

             Allpayments of principal of and interest on this Note shall be payable in lawfulcurrency of the United States of America at the office of the Payee describedabove, in immediately available funds.

             Payorshall have the right to pay all or any part of the unpaid principal hereunderwithout premium or penalty at any time and shall be accompanied by all interestaccrued thereon through such date; provided, however, that each partialprepayment shall be in an aggregate principal amount not less than $1,000.00.

             Inaddition to, and not in limitation of the foregoing, Payor agrees to pay allexpenses, including, without limitation, attorney’s fees and legal expenses,incurred by the holder of this Note in connection with endeavoring to collectany amounts payable hereunder which are not paid when due.

             Inorder to secure obligations of Payor under this Note, Payor has granted toPayee a security interest in, and lien and charge over, certain collateralpursuant to the terms of that certain Pledge Agreement dated of the date hereofbetween Payor and Payee.

             Allparties hereto waive presentment of payment, demand, protest and notice ofdishonor.

             Payorshall make all payments hereunder immediately when due without any set-off,counterclaim, defenses, withholding (for taxes or otherwise), or reduction ofany kind.  Payee shall have the right toset-off any amounts owing or to be owing (by acceleration or otherwise) byPayee to Payor.

             Nodelay on the part of Payee in the exercise of any right or remedy shall operateas a waiver thereof, and no single or partial exercise by Payee of any right orremedy shall preclude any other or future exercise thereof or the exercise ofany other right or remedy.

             Payeeshall have the right at any time to sell, assign, transfer, negotiate or pledgeall or part of its interest in this Note. Payor may not assign any of his or her obligations hereunder without theprior written consent of Payee.  Thisnote shall be binding on Payor and his or her legal representatives.

             Noamendment, modification, or waiver of, or consent with respect to any provisionof this Note shall in any event be effective unless the same shall be inwriting and signed and delivered by Payee or any other holder hereof.

             Aftermaturity of this Note, the outstanding principal amount of this Note andaccrued and unpaid interest shall be unconditionally payable upon demand.

             Forthe avoidance of doubt, Payee shall have full recourse against Payor.

             THISNOTE IS MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OFILLINOIS.  Wherever possible eachprovision of this Note shall be interpreted in such a manner as to be effectiveand valid under applicable laws, but if any provision of this Note shall beprohibited or invalid.

             SIGNEDAND DELIVERED as of this date first written above.

 

 

|                       | __________________________ |
|----------------------------|----------------------------|
|  (signature of payor) |

 

 

PLEDGE AGREEMENT dated as of May 17, 2001between _____________ residing at ________________________ (the “Pledgor”), andFTD.COM, Inc. (the “Secured Party”).

RECITALS

 

A.         Secured Party has agreed to lend$________ to Pledgor (the “Loan”) pursuant to a Secured Promissory Note (the“Secured Promissory Note”) dated in the date hereof.

B.          The execution and delivery of theAgreement are conditions precedent to the obligation of the Secured Party tomake the Loan to the Pledgor under the Secured Promissory Note.

Inconsideration of the premises and mutual covenants and the agreements hereinset forth, the parties hereby agree as follows:

1.          Security Interest.  In consideration of the Loan evidenced bythe Secured Promissory Note, Pledgor hereby pledges, transfers and assigns toSecured Party and grants to  SecuredParty a security interest (“Security Interest”) in the Pledged Shares.  As used herein, “Pledged Shares” shall mean________ shares of FTD.COM INC. Common Stock par value $.01 now owned byPledgor.  The pledged Shares constitute“Collateral” for the Loan.

2.          Indebtedness Secured.  The Security Interest secures payment of allindebtedness of Pledgor to Secured Party when due under the Secured PromissoryNote and all payment, indemnity and reimbursement obligations of Pledgor toSecured Party under the Secured Promissory Note and the Pledge Agreement(collectively, “Indebtedness”), whether now or existing or hereafter incurred,and whether such Indebtedness is from time to time reduced.

3.          Representations and Warranties ofPledgor.  Pledgor represents andwarrants and, so long as this Pledge Agreement is in effect, shall be deemedcontinuously to represent and warrant that; (a) Pledgor is the owner of theCollateral free of all security interests, claims and encumbrances other thanthe Security Interest; (b) this Pledge Agreement is the valid bindingobligation of Pledgor, enforceable against pledgor in accordance with itsterms; and (c) the primary residence of the Pledgor is the address listedabove, and the Pledgor keeps all of his or her records concerning the pledgedShares only at that address.

4.          Covenants of Pledgor.  So long as this Pledge Agreement is ineffect, Pledgor; (a) will defend the Collateral against the claims and demandson all other parties; will keep the Collateral free from all security interests,claims and encumbrances other than the Security Interest; and will not sell,transfer, assign, deliver or otherwise dispose of any Collateral without theprior written consent of Secured Party; (b) will notify Secured Party promptlyin writing of any change in Pledgor’s address specified above; (c) will executeand deliver to Secured Party such financing statements, assignments and otherdocuments and do such other things relating to the Collateral and the SecurityInterest as Secured Party may request; and (d) will, pay all taxes, assessmentsand other charges that may be imposed against the Collateral.

5.          Registered holder of Collateral.  Pledgor authorizes Secured Party to transferthe Collateral or any part thereof into its own name or that of its nominee sothat Secured Party or its nominee may appear on record as the sole ownersthereof; provided that at any time after such transfer and so long as no Eventof Default (as defined below) has occurred, Secured Party shall deliverpromptly to Pledgor all notices, statements or other communications received byit or its nominee as such registered owner, and upon demand and receipt ofpayment of necessary expenses thereof, shall give to Pledgor or its designee aproxy or proxies to vote and take all action with respect to suchsecurities.  Pledgor waives all rightsto be advised of or to receive any notices, statements or communicationsreceived by secured Party or its nominee as such record owner after theoccurrence of any Event of Default, and agrees that no proxy or proxies givenby Secured Party to Pledgor or its designees as aforesaid shall thereafter beeffective.

6.          Events of Default.

(a)         Any of the following events orconditions shall constitute an Event of Default hereunder: (i) failure ofPledgor to pay any amount under the Secured Promissory Note when due (whetheras a result of any demand, acceleration, Pledgor’s Voluntary Termination orTermination for Cause (as defined in the Employment Agreement), or otherwise)or (ii) default by Pledgor in the performance of any other materialrepresentation, obligation, term, covenant or condition of this PledgeAgreement.

(b)        Secured Party, at its sole election, maydeclare all or any part of any Indebtedness to be immediately due and payablewithout demand or notice of any kind upon the happening of any Event ofDefault; provided that with respect to an Event of Default described in (a)(ii) above, the Secured Party shall give Pledgor (a) 5 days’ prior writtennotice of its intent to declare all or any part of the Indebtedness immediatelydue and payable and (b) the opportunity to cure such default during suchperiod.

7.          Application of Funds.  From and after the occurrence of an Event ofDefault, payments received under or in respect of the Pledged Shares and allcash proceeds received by the Secured Party in respect of any sale of,collection from, or other realization upon all or part of the Pledged Sharesshall be applied by the Secured Party as follows: (i) first, to the payment ofall costs and expenses incurred by the Secured Party in connection with thisAgreement and any of the Indebtedness; (ii) second, to the payment in full ofthe Indebtedness, and (iii) third, to the Pledgor, its successors or assigns,or as a court of competent jurisdiction may otherwise direct.  The Secured Party shall have absolutediscretion as to the time of application or any such proceeds, monies orbalances in accordance with this Agreement.

 

8.          Waiver.  Pledgor unconditionally waives, to the fullextent permitted by law:

(i)any defense, set-off or counterclaim which the Pledgor may otherwise assertagainst the Secured Party; (ii) presentment, protest, demand for payment,promptness, diligence, notice of protest, notice of any other action at anytime taken or omitted by the Secured Party and, generally, all demands andnotices of every kind in connection with the Indebtedness; (iii) anyrequirement to exhaust any rights or remedies or to mitigate the damagesresulting from any default under the Note or any other document or anyrequirement to protect, secure, perfect or insure any lien or any propertysubject to the lien or take any other action against any person or anycollateral or other property; (iv) all claims that the sale price or anycollateral was inadequate or unreasonable for any reason and all other claimsto damages and demands of any nature against the Secured Party; (v) allequities and rights of appraisal, stay and redemption (whether now or hereafterexisting), in each case arising out of the Secured Party enforcing any of itsrights and remedies under the Note; and (vi) any exoneration or release fromthe Indebtedness resulting from any loss by the Pledgor of its rights, if any,of subrogation or contribution.

9.          Secured Party’s Fees and Expenses:Indemnification.

(a)         The Pledgor agrees to pay upon demandto the Secured Party the amount of any and all reasonable expenses, includingthe reasonable fees and expenses of its attorneys which the Secured Party mayincur in connection with the failure of the Pledgor to perform or observe anyof the provisions hereof.

(b)        Any amounts payable as providedhereunder shall be additional obligations secured hereby.  The provisions of this Section shall remainoperative and in full force and effect regardless of the termination of thisagreement.

10.        Miscellaneous.

(a)         Pledgor hereby irrevocably appointsSecured Party as Pledgor’s attorney-in-fact (without requiring Secured Party)to perform all acts which Secured Party deems appropriate to perfect andcontinue the Security Interest and to protect, preserve and realize upon thecollateral.  This power of attorney iscoupled with an interest and shall not be affected by the subsequent disabilityor incompetence of Pledgor.

(b)        No course of dealing between Pledgor andSecured Party and no delay or omission by Secured Party in exercising any rightor remedy hereunder or with respect to any Indebtedness shall operate as awaiver thereof or any other right or remedy. All rights and remedies of Secured Party hereunder are cumulative.  No modification, rescission, waiver, releaseor amendment of any provision of this Pledge Agreement shall be made except bywritten agreement subscribed by Pledgor and by the Secured Party.

(c)         This Pledge Agreement and thetransaction evidenced hereby shall be construed under and governed by theinternal laws of the State of Illinois without regard to choice of lawprinciples.  All terms, unless otherwisedefined in the Pledge Agreement, shall have the definitions set forth in theUniform Commercial Code adopted in the State of Illinois, as the same may fromtime to time be in effect.

(d)        Any Action with respect to thisAgreement may be brought in the courts of the State of Illinois or of theUnited States from the Northern District of Illinois Eastern Division.  Pledgor and the Secured Party hereby acceptfor itself and in respect of its property, the jurisdiction of these courts andirrevocably waive any objection including, without limitation, any objection tovenue or based on grounds of forum non conveniens.  Each party waives any right under thisAgreement and agrees that any action shall be tried before a court and notbefore a jury.

(e)         This Pledge Agreement is intended to bea continuing Pledge Agreement and shall remain in full force and effect untilall of the Indebtedness outstanding, or contracted or committed for (whether ornot outstanding), and any extensions or renewals thereof, shall be finally andirrevocably paid in full.

 

|   | PLEDGOR:                |
|--------|-------------------------|
|   |                    |
|   |                    |
|   |                         |
|   | (signature  of pledgor) |
|   |                    |

 

STOCK POWER

 

FOR VALUE RECEIVED,_________________________ hereby sells, assigns and transfers unto                                      

                                                                                ,___________________________________________________

 (________________) shares of___________ Common Stock of FTD.COMInc. standing in                                                               

name on books of said corporationrepresented by Certificate Number                        constitute and appoint                                                    

              attorney to transfer the said stock on thebooks of the within named Company with full power of substitution in thepremises.

 

|            |   | DATED:  ____________________________ |
|-----------------|--------|--------------------------------------|
|            |   |                                 |
| IN  PRESENSE OF |   |                                 |
|            |   |                                 |
|                 |   |                                      |
|            |   | (print  name)                        |