Exhibit 10.12

June 14, 2001

 

 

 

Ms.Carrie A. WolfeFTD.COM INC.3113 Woodcreek DriveDowners Grove, Illinois  60515

DearCarrie:

             This letter agreement (this"Agreement") sets forth the terms of your employment with FTD.COMINC. ("FTD.COM").

             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 Florists' TransworldDelivery, Inc. or IOS BRANDS Corporation or any of their other direct orindirect subsidiaries) through June 14, 2003 and shall perform the dutiesassigned by FTD.COM from time to time. You shall devote your entire business time to the affairs of FTD.COM, tothe performance of your duties under this Agreement and to the promotion ofFTD.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.  During the term of this Agreement, FTD.COMshall pay to you a salary of $140,000 per year, payable in the periodicinstallments ordinarily paid by FTD.COM to employees of FTD.COM at comparablelevels to you.  You shall be entitled tosuch merit increases in base salary as the 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 in FTD.COM's 1999 Equity Incentive Plan), youshall be entitled to received a pro rata bonus for the applicable fiscal yearif you are entitled to one based upon the performance criteria set by theBoard.

             (c)         Paid Vacation. You shall be entitled to four weeks of paid vacation per year inaccordance with FTD.COM's policies with respect to vacations then in effect.
             (d)        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.

             (e)         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.

             Severance.  FTD.COM shall have the right to terminate youremployment by giving you written notice of the effective date of thetermination.  If your employment isterminated without "cause" by FTD.COM, FTD.COM will pay you continuedsalary for one year from the effective date of any such termination of employmentand any pro rata bonus to which you may be entitled pursuant to thisAgreement.  FTD.COM's severanceobligations are subject to your best efforts to mitigate.  FTD.COM shall have no further obligationhereunder.

             For purposes of this Agreement,"cause" means any of the following events that FTD.COM or the FTD.COMBoard of Directors has determined, in good faith, has occurred: (i) yourcontinual or deliberate neglect of the performance of your material duties;(ii) your failure to devote substantially all of your working time to thebusiness 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 active disloyalty to FTD.COM, including, without limitation,willfully aiding a competitor or improperly disclosing confidentialinformation; or (vi) your engaging in conduct that may reasonably resultin material injury to the reputation of FTD.COM, including conviction or entryof a plea of nolo contendre for a felony or any crime involving fraud underFederal, state or local laws, embezzlement, bankruptcy, insolvency or generalassignment for the benefit of creditors.

             Confidential Information andNon-Competition.  You agree to enterinto a separate agreement with FTD.COM (attached hereto as Exhibit A)that provides for (i) non-disclosure of confidential information,(ii) non-competition and (iii) non-solicitation of customers,suppliers and employees.  This Agreementshall not be effective until you have executed and delivered such agreement tothe Company.

             Limitation on Payments andBenefits.  Notwithstanding any otherprovision of this Agreement to the contrary, in the event that it shall bedetermined (as hereafter provided) that any payment or distribution by FTD.COMor any of its affiliates to you or for your benefit, whether paid or payable ordistributed or distributable pursuant to the terms of this Agreement orotherwise pursuant to or by reason of any other agreement, policy, plan,program or arrangement, including without limitation any stock option,performance share, performance unit, stock appreciation right or similar right,or the lapse or termination of any restriction on or the vesting orexercisability of any of the foregoing, would be subject to the excise taximposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the"Code") (or any successor provision thereto), by reason of beingconsidered "contingent on a change in ownership or control" ofFTD.COM within the meaning of Section 280G of the Code (or any successorprovision thereto), or to any similar tax imposed by state or local law, or anyinterest or penalties with respect to such taxes, then such payments andbenefits to be paid or provided shall be reduced to an amount (but not belowzero) that would result in the maximum possible net after tax receipts to youfrom all such payments or distributions (determined by reference to the presentvalue determined in accordance with Section 280G(d)(4) of the Code (or anysuccessor provision thereto) of all such payments net of all such taxes, or anyinterest or penalties with respect to such taxes, determined by applying thehighest marginal rate under Section 1 of the Code (or any successorprovision thereto) that applied to your taxable income for the immediatelypreceding taxable year) (the "Reduced Amount").  The fact that your payments or benefits maybe reduced by reason of the limitations contained in this paragraph will not ofitself limit or otherwise affect any of your other rights other than pursuantto this Agreement.  If it is determinedthat you should receive a Reduced Amount, FTD.COM will provide you notice tothat effect and a copy of the detailed calculation thereof.  You will then be entitled to designate thepayments or benefits to be so reduced in order to give effect to thisparagraph.  In the event that you failto make such designation within ten business days of notification of thereduction in payments or benefits is required pursuant to this paragraph, FTD.COMmay effect such reduction in any manner it deems appropriate.
             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 state our entire agreement and understandingregarding your employment with FTD.COM. This agreement may be amended only by a written document signed by bothyou and FTD.COM.  No delay or failure toexercise 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.

 Sincerely,   /s/ RICHARD C. PERRY   Richard C. Perry Chairman of the Board         Accepted as of this   14th day of June, 2001           /s/ CARRIE A. WOLFE      Carrie A. Wolfe