Exhibit 10.11

June 14, 2001

 

Mr.Michael J. SoenenFTD.COM INC.3113 Woodcreek DriveDowners Grove, Illinois  60515

DearMike:

             This letter agreement (this"Agreement") sets forth the terms of your employment with FTD.COMINC. ("FTD.COM"), and replaces and supercedes your prior employmentagreement dated May 17, 2000.

             Duties.  You shall serve as an officer of FTD.COM orin a substantially similar position with any entity that acquires FTD.COM orall or substantially all of FTD.COM's assets (other than IOS BRANDS Corporation("IOS") or Florists' Transworld Delivery, Inc. ("FTDI") orany of their other direct or indirect subsidiaries) through May 17, 2003 andshall perform the duties assigned by FTD.COM from time to time.  You shall devote your entire business timeto the affairs of FTD.COM, to the performance of your duties under thisAgreement and to the promotion of FTD.COM's interests.

             Compensation.  As full compensation for the performance byyou of your duties under this Agreement, FTD.COM shall compensate you asfollows:

(a)         Salary.  FTD.COM shall pay to you a salary of$250,000 per year, payable in the periodic installments ordinarily paid byFTD.COM to employees of FTD.COM at comparable levels to you.  You shall be entitled to such meritincreases in base salary as the FTD.COM Board of Directors may determine, inits discretion.

(b)        PerformanceBonus.  You shall be entitled toparticipate in a performance bonus as set by the Board of Directors based uponperformance criteria to be set by the Board. If your employment with FTD.COM is terminated for any reason other than"cause" (as defined below under "Severance") following aChange in Control (as defined below), you shall be entitled to received a prorata bonus for the applicable fiscal year if you are entitled to one based uponthe performance criteria set by the Board.

(c)         EquityIncentive Awards.  You have beenentitled to participate in the IOS and FTD.COM equity incentive plans and anystock options or restricted stock awards granted to you, including any grantedprior to the date hereof, shall be deemed to include vesting provisions thataccelerate the vesting of any unvested awards upon the occurrence of a Changeof Control (as defined below).

(d)        PaidVacation.  You shall be entitled tofour weeks of paid vacation per year in accordance with FTD.COM's policies withrespect to vacations then in effect.

(e)         Benefits.  You shall be entitled to the additionalemployment-related benefits that are made available from time to time toemployees of FTD.COM at comparable levels to you.

(f)         ExpenseReimbursement.  FTD.COM shallreimburse you, in accordance with the practice from time to time in effect forother employees of FTD.COM, for all reasonable and necessary travel expensesand other disbursements incurred by you, for or on behalf of FTD.COM, in theperformance of your duties under this Agreement.

             Immediate Vesting of Awards andForgiveness of Indebtedness Upon Change of Control.

             In the event a Change of Controloccurs during your employment, notwithstanding any provision of this Agreementor any other agreement governing any equity incentive awards held by you, anyoutstanding stock options or restricted stock awards granted by IOS, FTDI,FTD.COM or any other FTD company shall vest in full and become immediatelyexercisable, and any restrictions relating thereto shall lapse, upon theoccurrence of such Change of Control. In addition, upon the occurrence of a Change of Control, any securedindebtedness owed by you to FTD.COM shall be released and discharged infull.  For purposes of this agreement,"Change of Control" shall mean:

(a)         theacquisition by any individual, entity or group (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the "ExchangeAct")) (a "Person") of beneficial ownership (within the meaningof Rule 13d-3 promulgated under the Exchange Act) of more than 50% of thecombined voting power of the then-outstanding voting securities entitled tovote generally in the election of directors ("Voting Stock") of IOS,FTDI or FTD.COM, respectively; provided, however, that for purposes of thissubsection (a), the following acquisitions shall not constitute a Change ofControl:  (i) any acquisitiondirectly from IOS, FTDI or FTD.COM, (ii) any acquisition by IOS, FTDI orFTD.COM, any subsidiary of IOS, FTDI or FTD.COM or any employee benefit plan(or related trust) sponsored or maintained by IOS, FTDI or FTD.COM or any suchsubsidiary or (iii) any acquisition by any of Perry Acquisition Partners,L.P., Bain Capital, Inc., Fleet Private Equity Co. Inc. or any of theirrespective affiliates;

(b)        achange in a majority of the members of the Board of Directors of IOS, FTDI orFTD.COM, respectively, occurs (i) within one year following the publicannouncement of an actual or threatened election contest (within the meaning ofRule 14a-11 under the Exchange Act) or the filing of a Schedule 13D or otherpublic announcement indicating a Person intends to effect a change in controlof IOS, FTDI or FTD.COM or (ii) as a result of a majority of the membersof the Board having been proposed, designated or nominated by a Person (otherthan IOS, FTDI or FTD.COM through their respective Boards of Directors or dulyauthorized committees thereof or through the exercise of contractual rights);

(c)         consummationof a reorganization, merger or consolidation or sale or other disposition ofall or substantially all of the assets of IOS, FTDI or FTD.COM (a"Business Combination"), in each case, unless, following suchBusiness Combination, (i) more than 50% of the Voting Stock of the entityresulting from such Business Combination is held in the aggregate by(A) the holders of securities entitled to vote generally in the electionof directors of IOS, FTDI or FTD.COM immediately prior to such transaction,(B) any employee benefit plan (or related trust) sponsored or maintainedby IOS, FTDI or FTD.COM or such entity or any subsidiary of any of them or(C) any of Perry Acquisition Partners, L.P., Bain Capital, Inc., FleetPrivate Equity Co. Inc. or any of their respective affiliates and (ii) atleast half of the members of the board of directors of the entity resultingfrom such Business Combination were members of the Board of Directors of IOS,FTDI or FTD.COM at the time of the execution of the initial agreement, or theaction of the Board of Directors of IOS, FTDI or FTD.COM, providing for suchBusiness Combination; or

(d)        approvalby the stockholders of IOS, FTDI or FTD.COM of a complete liquidation ordissolution of IOS, FTDI or FTD.COM.

             Severance.  FTD.COM shall have the right to terminateyour employment by giving you written notice of the effective date of thetermination.  If your employment isterminated (a) without "cause" by FTD.COM or (b) by youfollowing your assignment to a position that represents a material diminutionin your operating responsibilities (it being understood that a change in yourtitle shall not by itself entitle you to terminate your employment and receivethe right to severance payments under this paragraph), FTD.COM will pay youcontinued salary for one year from the effective date of any such terminationunder clause (a) or (b) above ("Termination Date") and any prorata bonus to which you may be entitled pursuant to this Agreement.  FTD.COM's severance obligations are subjectto your best efforts to mitigate, and you will promptly notify FTD.COM of anysubsequent employment.  In addition tothe foregoing continued salary payments, on the Termination Date, FTD.COM shallcause you to be entitled to accelerated vesting of any options to purchasecapital stock of FTD.COM or any subsidiary (with unrestricted rights toexercise any such stock options) and vesting of all capital stock of FTD.COM orany subsidiary subject to forfeiture under restricted stock awards in the samemanner and extent as would be the case in the event of a Change ofControl.  Your participation (includingdependent coverage) in any life, disability, group health and dental benefitplans provided by FTD.COM, in effect immediately prior to the Termination Date,shall be continued after the Termination Date, in accordance with FTD.COMpolicy relating to such plans as of the Termination Date, until the earlier of(i) the end of the one-year severance period or (ii) the date onwhich you accept other full-time employment. Following the Termination Date, FTD.COM shall not be obligated to(1) provide business accident insurance covering you or (2) makecontributions on your behalf to any qualified retirement and pension plans orprofit sharing plans.

             For purposes of thisAgreement, "cause" means any of the following events that FTD.COM orthe FTD.COM Board of Directors has determined, in good faith, has occurred:(i) your continual or deliberate neglect of the performance of your materialduties; (ii) your failure to devote substantially all of your working timeto the business of FTD.COM and its subsidiaries or affiliated companies;(iii) your engaging willfully in misconduct in connection with theperformance of any of your duties, including, without limitation, themisappropriation of funds or securing or attempting to secure personally anyprofit in connection with any transaction entered into on behalf of FTD.COM orits subsidiaries or affiliated companies; (iv) your willful breach of anyconfidentiality or nondisclosure agreements with FTD.COM (including thisAgreement) or your violation, in any material respect, of any code or standardof behavior generally applicable to employees or executive employees ofFTD.COM; (v) your violation of the separate confidentiality andnon-competition agreement described below and attached hereto as Exhibit A;or (vi) your engaging in conduct that results in material injury to thereputation of FTD.COM or its subsidiaries or affiliated companies such asconviction for a felony or crime involving fraud under Federal, state or locallaws, or embezzlement.

             Confidential Information andNon-Competition.  You agree to enterinto a separate agreement with FTD.COM (attached hereto as Exhibit A)that provides for (a) non-disclosure of confidential information,(b) non-competition and (c) non-solicitation of customers, suppliersand employees.  This Agreement shall notbe effective until you have executed and delivered such agreement to FTD.COM.

             Tax Matters.    Upon the occurrence of a Change of Controlduring your employment, FTD.COM shall be obligated to make "gross uppayments" to the extent required by law to cover certain tax obligationsin the manner contemplated by Exhibit B hereto.

             Miscellaneous.  This Agreement shall be governed by theinternal laws of the State of Illinois, excluding the conflicts-of-lawprinciples thereof.  You and FTD.COMconsent to jurisdiction and venue in any federal or state court in the City ofChicago.  This Agreement and theaccompanying Exhibit A and B state our entire agreement andunderstanding regarding your employment with FTD.COM.  This agreement may be amended only by a written document signedby both you and FTD.COM.  No delay orfailure to exercise any right under this Agreement waives such rights under theAgreement.  If any provision of thisAgreement is partially or completely invalid or unenforceable, then thatprovision shall only be ineffective to such extent of its invalidity orunenforceability, and the validity or enforceability of any other provision ofthis Agreement shall not be affected. Any controversy relating to this Agreement shall be settled byarbitration in Chicago, Illinois in accordance with the Commercial ArbitrationRules of the American Arbitration Association, except as otherwise provided inthe Confidentiality and Non-Competition agreement attached hereto as Exhibit A.  In the event of any inconsistency betweenthis Agreement and any personnel policy or manual of FTD.COM with respect toany matter, this Agreement shall govern the matter.  You shall be entitled to be reimbursed for your reasonable costsand expenses, including attorneys' fees, incurred in connection with theenforcement of your rights under this Agreement to the extent that you prevailin any such controversy.

 

|   | Sincerely,           |
|--------|----------------------|
|   |                 |
|   | /s/ RICHARD C. PERRY |
|   |                 |
|   | Richard C. Perry     |
|   | Director             |
|   | FTD.COM INC.         |

 

| Accepted as of this         |   |
|-----------------------------|--------|
| 14th day of June, 2001 |   |
|                        |   |
| /s/ MICHAEL J. SOENEN       |   |
| Michael J. Soenen           |   |