Exhibit 10.1


 





 


May 18, 2006


 


 


Becky A. Sheehan


246 Highview Avenue


Elmhurst, IL 60126


 


Dear Becky:


 


It is with great pleasure that I confirm our offer of employment to you
for the position of Chief Financial Officer, reporting to Michael Soenen. It is
our understanding that your first day of employment will be on July 5, 2006.


 


The compensation for this position is a base salary of $275,000 per
year, paid at the bi-weekly rate of $10,576.92. In addition, you will be
entitled to participate in our management bonus plan which will allow you to
earn up to 100% of your fiscal year earnings based on you and the company
achieving its operating goals.


 


You will be eligible to earn a signing bonus of $175,000, which will be
paid on your start date. Please note that the bonus will be repayable to the
Company should you resign or are terminated for cause within the first three
years of employment. Repayment of the bonus would be reduced on a pro-rated
basis at the rate of 33.33% per year. By means of example if you were to quit
or be terminated for cause after one year from your start date, then you would
only owe 66.67% of the original amount, if after two years you would only owe
33.33% and after three years you would no longer owe any amount under any
circumstances. In the event of a change of control, and your termination within
two years of the change of control, you will be entitled to severance equal to
one year of base pay.


 


In addition, you will be granted 300,000 stock options that will vest
every June 30th for the next five years. The first
vesting date will be June 30, 2007. The strike price will be set at the average
of the high and low stock price on your first day of employment. In connection
with this option grant, you will be required to sign standard option and non-compete
agreements.


 


As a full time employee of FTD, you will be eligible to receive our
full range of benefits in accordance with FTD’s benefit policy. Please note
that most benefits commence on the first day of the month following ninety days
of employment. We will pay COBRA for the first 90 days of your employment. You
will also be eligible for four weeks annually of paid vacation under our
vacation policy.


 





 


3113 WOODCREEK DRIVE DOWNERS GROVE, IL 60515


TEL. 630 719 7800   www.Iftd.com


 

















 


Please note that this offer is made contingent upon you producing
documents that meet federal and state employment eligibility requirements. As
in the case for all our employees, your employment remains at will.


 


Becky, we look forward to your formal acceptance. I truly feel that
this is an exciting role for you and having you as a member of the FTD team
will certainly make us stronger. Please acknowledge your acceptance of this
offer by signing below and returning a copy of this letter via fax at 630-719-6183.


 


Sincerely,


 


	
  /s/ Michael J. Soenen

  	
   

  
	
  Michael J. Soenen

  



CEO and President


 


 


	
  Accepted by:

  	
  Becky Sheehan

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  5/22/06

  	
   

  
	
   

  	
   

  
	
  Start Date:

  	
  July 5 2006

  	
   

  
						



 


 


cc: Personnel File


 


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