Exhibit10.27

SECUREDPROMISSORY NOTE

 

 
| $23,000.00 | June  11, 2001 |
|------------|----------------|

                

                FORVALUE, RECEIVED, Carrie Wolfe (“Payor”), promises to pay to the order ofFTD.COM INC., 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 23,000.00 Dollars ($).

 

                Theprincipal amount of this Promissory Note (“the Note”) shall be payable on June11, 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 to Payeea security interest in, and lien and charge over, certain collateral pursuantto the terms of that certain Pledge Agreement dated of the date hereof betweenPayor 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.

 

 

 

|   | /s/ CARRIE WOLFE |
|--------|------------------|
|   |                  |
|   | Carrie Wolfe     |

 

 PLEDGE AGREEMENT dated as of June 11, 2001 between Carrie Wolferesiding at 26W393 Pinehurst Drive, Winfield, IL  60190 (the “Pledgor”), and FTD.COM, Inc. (the “Secured Party”).

 

RECITALS

 

A.                 Secured Party has agreedto lend $23,000.00 to Pledgor (the “Loan”) pursuant to a Secured PromissoryNote (the “Secured Promissory Note”) dated in the date hereof.

 

B.                  The execution anddelivery of the Agreement are conditions precedent to the obligation of theSecured Party to make the Loan to the Pledgor under the Secured PromissoryNote.

 

In consideration of thepremises and mutual covenants and the agreements herein set forth, the partieshereby 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 Secured Party a security interest (“SecurityInterest”) in the Pledged Shares.  Asused herein, “Pledged Shares” shall mean 8,334 shares of FTD.COM INC. CommonStock par value $.01 now owned by Pledgor. 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 andWarranties of Pledgor.  Pledgor represents and warrants and, so longas this Pledge Agreement is in effect, shall be deemed continuously torepresent and warrant that; (a) Pledgor is the owner of the Collateral free ofall security interests, claims and encumbrances other than the Security Interest;(b) this Pledge Agreement is the valid binding obligation of Pledgor,enforceable against pledgor in accordance with its terms; and (c) the primaryresidence of the Pledgor is the address listed above, and the Pledgor keeps allof his or her records concerning the pledged Shares 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 securityinterests, claims and encumbrances other than the Security Interest; and willnot sell, transfer, assign, deliver or otherwise dispose of any Collateralwithout the prior written consent of Secured Party; (b) will notify SecuredParty promptly in writing of any change in Pledgor’s address specified above;(c) will execute and deliver to Secured Party such financing statements,assignments and other documents and do such other things relating to theCollateral and the Security Interest as Secured Party may request; and (d)will, pay all taxes, assessments and other charges that may be imposed againstthe Collateral.

 

5.                   Registered holder ofCollateral.  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 deliver promptlyto Pledgor all notices, statements or other communications received by it orits nominee as such registered owner, and upon demand and receipt of payment ofnecessary expenses thereof, shall give to Pledgor or its designee a proxy orproxies to vote and take all action with respect to such securities.  Pledgor waives all rights to be advised ofor to receive any notices, statements or communications received by securedParty or its nominee as such record owner after the occurrence of any Event ofDefault, and agrees that no proxy or proxies given by Secured Party to Pledgoror its designees as aforesaid shall thereafter be effective.

 

6.                   Events of Default.

 

(a)      Any of the followingevents or conditions shall constitute an Event of Default hereunder: (i)failure of Pledgor to pay any amount under the Secured Promissory Note when due(whether as a result of any demand, acceleration, Pledgor’s VoluntaryTermination or Termination for Cause (as defined in the Employment Agreement),or otherwise) or (ii) default by Pledgor in the performance of any othermaterial representation, obligation, term, covenant or condition of this PledgeAgreement.

 

(b)     Secured Party, at itssole election, may declare all or any part of any Indebtedness to beimmediately due and payable without demand or notice of any kind upon thehappening of any Event of Default; provided that with respect to an Event ofDefault described in (a) (ii) above, the Secured Party shall give Pledgor (a) 5days’ prior written notice of its intent to declare all or any part of theIndebtedness immediately due and payable and (b) the opportunity to cure suchdefault during such period.

 

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 andExpenses: Indemnification.  

 

(a)       The Pledgor agrees topay upon demand to the Secured Party the amount of any and all reasonableexpenses, including the reasonable fees and expenses of its attorneys which theSecured Party may incur in connection with the failure of the Pledgor toperform or observe any of the provisions hereof.

 

(b)       Any amounts payable asprovided hereunder 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 herebyirrevocably appoints Secured Party as Pledgor’s attorney-in-fact (withoutrequiring Secured Party) to perform all acts which Secured Party deemsappropriate to perfect and continue the Security Interest and to protect,preserve and realize upon the collateral. This power of attorney is coupled with an interest and shall not beaffected by the subsequent disability or incompetence of Pledgor.

 

(b)       No course of dealingbetween Pledgor and Secured Party and no delay or omission by Secured Party inexercising any right or remedy hereunder or with respect to any Indebtednessshall operate as a waiver thereof or any other right or remedy.  All rights and remedies of Secured Partyhereunder are cumulative.  No modification,rescission, waiver, release or amendment of any provision of this PledgeAgreement shall be made except by written agreement subscribed by Pledgor andby the Secured Party.

 

(c)       This Pledge Agreementand the transaction evidenced hereby shall be construed under and governed bythe internal 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 respectto this Agreement may be brought in the courts of the State of Illinois or ofthe United 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 isintended to be a continuing Pledge Agreement and shall remain in full force andeffect until all of the Indebtedness outstanding, or contracted or committedfor (whether or not outstanding), and any extensions or renewals thereof, shallbe finally and irrevocably paid in full.

 

 

|   | PLEDGOR:         |
|--------|------------------|
|   |             |
|   | /s/ Carrie Wolfe |
|   |                  |
|   | **Carrie Wolfe** |

### **STOCK POWER**

 

 

 

FOR VALUE RECEIVED,_________________________ hereby sells, assigns 

 

and transfers unto                                                                                                                                               

 

                ,___________________________________________________ 

 

(________________)shares of___________ Common Stock of FTD.COM Inc. 

 

standing in                                                                             name on books of said corporation 

 

represented byCertificate Number                    constitute and appoint                       

 

                                                                 attorney to transfer the said stock on thebooks of the 

 

within named Companywith full power of substitution in the premises.

 

 

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