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EXHIBIT 10.1



FTD GROUP, INC.

2005 AMENDED AND RESTATED INCENTIVE AWARD PLAN




RESTRICTED STOCK AWARD GRANT NOTICE AND

RESTRICTED STOCK AWARD AGREEMENT



     FTD Group, Inc., a Delaware corporation, (the “Company”), pursuant to its 2005 Amended and
Restated Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (the
“Participant”), the number of shares of the Company’s Common Stock set forth below (the “Shares”).
This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and
in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock
Agreement”) (including without limitation the Restrictions on the Shares set forth in the
Restricted Stock Agreement) and the Plan, each of which are incorporated herein by reference.
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings
in this Grant Notice and the Restricted Stock Agreement.



	 	 	 
	Participant:

	 	[                    ]
	 
	 	 
	Grant Date:

	 	[___]
	 
	Total Number of Shares of
	 	 
	Restricted Stock:

	 	[___] shares
	 
	Purchase Price:

	 	[$0.01 per share x number of shares]
	 
	Vesting Schedule:

	 	The Award shall vest and the Restrictions
shall lapse in accordance with the following
vesting schedule:
	 
	 	 
	 

	 	     The first installment shall consist of 20%
of the shares covered by the Award and shall
vest on [___] (the “Initial Vesting
Date”);
	 
	 	 
	 

	 	     The second installment shall consist of 20%
of the shares covered by the Award and shall
vest on the first anniversary of the Initial
Vesting Date;
	 
	 	 
	 

	 	     The third installment shall consist of 20%
of the shares covered by the Award and shall
vest on the second anniversary of the
Initial Vesting Date;
	 
	 	 
	 

	 	     The fourth installment shall consist of 20%
of the shares covered by the Award and shall
vest on the third anniversary of the Initial
Vesting Date; and
	 
	 	 
	 

	 	     The fifth installment shall consist of 20%
of the shares covered by the Award and shall
vest on the fourth anniversary of the
Initial Vesting Date.






     By his or her signature and the Company’s signature below, the Participant agrees to be bound
by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. The



 









 




Participant has reviewed the Restricted Stock Agreement, the Plan and this Grant Notice in
their entirety, has had an opportunity to obtain the advice of counsel prior to executing this
Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock
Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator of the Plan upon any questions arising under
the Plan, this Grant Notice or the Restricted Stock Agreement. If the Participant is married, his
or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.




	 	 	 	 	 	 	 	 	 
	FTD GROUP, INC.	 	 	 	PARTICIPANT:
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	Print Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





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EXHIBIT A

TO RESTRICTED STOCK AWARD GRANT NOTICE




FTD GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT




     Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) to which this
Restricted Stock Award Agreement (the “Agreement”) is attached, FTD Group, Inc., a Delaware
corporation (the “Company”) has granted to the Participant the right to purchase the number of
shares of Restricted Stock under its 2005 Amended and Restated Incentive Award Plan, as amended
from time to time (the “Plan”), as set forth in the Grant Notice.



ARTICLE I.




GENERAL




     1.1 Definitions. All capitalized terms used in this Agreement without definition
shall have the meanings ascribed in the Plan and the Grant Notice.



     1.2 Incorporation of Terms of Plan. The Award is subject to the terms and conditions
of the Plan which are incorporated herein by reference. In the event of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.



ARTICLE II.




AWARD OF RESTRICTED STOCK




     2.1 Award of Restricted Stock.



          (a) Award. In consideration of the Participant’s agreement to remain in the service
or employ of the Company or one of its Subsidiaries, and for other good and valuable consideration
which the Committee has determined exceeds the aggregate par value of the Stock subject to the
Award (as defined below), as of the Grant Date, the Company issues to the Participant the Award
described in this Agreement (the “Award”). The number of shares of Restricted Stock (the “Shares”)
subject to the Award is set forth in the Grant Notice. The Participant is an Employee, Director or
other Service Provider.



          (b) Purchase Price; Book Entry Form. The purchase price of the Shares is set forth on
the Grant Notice. The Shares will be issued in uncertificated form. At the sole discretion of the
Committee, the Shares will be issued in either (i) uncertificated form, with the Shares recorded in
the name of the Participant in the books and records of the Company’s transfer agent with
appropriate notations regarding the restrictions on transfer imposed pursuant to this Agreement,
and upon vesting and the satisfaction of all conditions set forth in Section 2.2(d), the Company
shall cause certificates representing the Shares to be issued to the Participant; or (ii)
certificate form pursuant to the terms of Sections 2.1(c) and (d).



          (c) Legend. Certificates representing Shares issued pursuant to this Agreement shall,
until all restrictions on transfer imposed pursuant to this Agreement lapse or shall have been
removed and new certificates are issued, bear the following legend (or such other legend as shall
be determined by the Committee):



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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING
REQUIREMENTS AND MAY BE SUBJECT TO FORFEITURE UNDER THE TERMS OF THAT CERTAIN
RESTRICTED STOCK AWARD AGREEMENT, DATED [                     ___, ___], BY AND BETWEEN FTD
GROUP, INC. AND THE REGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE,
DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED
OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS
OF SUCH AGREEMENT.”



          (d) Escrow. The Secretary of the Company or such other escrow holder as the Committee
may appoint may retain physical custody of the certificates representing the Shares until all of
the restrictions on transfer imposed pursuant to this Agreement lapse or shall have been removed;
in such event the Participant shall not retain physical custody of any certificates representing
unvested Shares issued to him.



     2.2 Restrictions.



          (a) Forfeiture. Any Award which is not vested as of the date the Participant ceases
to be an employee of the Company or one of its Subsidiaries or other Service Provider shall
thereupon be forfeited immediately and without any further action by the Company. For purposes of
this Agreement, “Restrictions” shall mean the restrictions on sale or other transfer set forth in
Section 3.2 and the exposure to forfeiture set forth in this Section 2.2(a).



          (b) Vesting and Lapse of Restrictions. Subject to Sections 2.2(a) and 2.2(c), the
Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth on
the Grant Notice.



          (c) Acceleration of Vesting. Notwithstanding the provisions of Sections 2.2(a) and
2.2(b), the Award shall become fully vested and all Restrictions applicable to such Award shall
lapse immediately prior to the occurrence of a Change in Control if the Participant remains
continuously employed in active service with the Company from the Grant Date through the date
immediately prior to the date of the Change in Control. For the purposes of this agreement,
“Change in Control” is defined as a change in ownership or control of the Company effected through
a transaction or series of transactions (other than an offering of Common Stock to the general
public through a registration statement filed with the Securities and Exchange Commission) whereby
any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2)
of the Exchange Act) (other than the Company, any of its subsidiaries, an employee benefit plan
maintained by the Company or any of its subsidiaries, or a “person” that, prior to such
transaction, directly or indirectly controls, is controlled by, or is under common control with,
the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of
the total combined voting power of the Company’s securities outstanding immediately after such
acquisition.



          (d) Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any
other provision of this Agreement (including without limitation Section 2.1(b)):



               (i) No new certificate shall be delivered to the Participant or his legal representative
unless and until the Participant or his legal representative shall have paid to the Company the
full amount of all federal and state withholding or other taxes applicable to the taxable income of
the Participant resulting from the grant of Shares or the lapse or removal of the Restrictions.



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               (ii) The Participant shall have the right to have the Company withhold shares of Stock
otherwise issuable under an Award (or allow the return of shares of Stock) having a Fair Market
Value equal to the sums required to be withheld for tax purposes. Notwithstanding any provision of
the Plan, the number of shares of Stock which may be withheld with respect to the issuance or
vesting of the Award (or which may be repurchased from the Participant of such Award within six
months (or such other period as may be determined by the Committee) after such shares of Stock were
acquired by the Participant from the Company) in order to satisfy the Participant’s federal, state,
local and foreign income and payroll tax liabilities with respect to the issuance or vesting of the
Award shall be limited to the number of shares which have a Fair Market Value on the date of
withholding or repurchase equal to the aggregate amount of such liabilities based on the minimum
statutory withholding rates for federal, state, local and foreign income tax and payroll tax
purposes that are applicable to such supplemental taxable income.



               (iii) The Company shall not be required to issue or deliver any certificate or certificates
for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of
the Shares to listing on all stock exchanges on which such Common Stock is then listed, (B) the
completion of any registration or other qualification of the Shares under any state or federal law
or under rulings or regulations of the Securities and Exchange Commission or other governmental
regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and
advisable, (C) the obtaining of any approval or other clearance from any state or federal
governmental agency that the Committee shall, in its absolute discretion, determine to be necessary
or advisable and (D) the lapse of any such reasonable period of time following the date the
Restrictions lapse as the Committee may from time to time establish for reasons of administrative
convenience.



ARTICLE III.




OTHER PROVISIONS




     3.1 Section 83(b) Election. The Participant understands that Section 83(a) of the
Code taxes as ordinary income the difference between the amount, if any, paid for the shares of
Common Stock and the Fair Market Value of such shares at the time the Restrictions on such shares
lapse. The Participant understands that, notwithstanding the preceding sentence, the Participant
may elect to be taxed at the time of the Grant Date, rather that at the time the Restrictions
lapse, by filing an election under Section 83(b) of the Code (an “83(b) Election”) with the
Internal Revenue Service within 30 days of the Grant Date. In the event the Participant files an
83(b) Election, the Participant will recognize ordinary income in an amount equal to the difference
between the amount, if any, paid for the shares of Common Stock and the Fair Market Value of such
shares as of the Grant Date. The Participant further understands that an additional copy of such
83(b) Election form should be filed with his or her federal income tax return for the calendar year
in which the date of this Agreement falls. The Participant acknowledges that the foregoing is only
a summary of the effect of United States federal income taxation with respect to the award of
Restricted Stock hereunder, and does not purport to be complete. THE PARTICIPANT FURTHER
ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT’S 83(b) ELECTION, AND
THE COMPANY HAS DIRECTED THE PARTICIPANT TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE
PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN
COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE, AND THE TAX CONSEQUENCES OF THE PARTICIPANT’S DEATH.



     3.2 Restricted Stock Not Transferable. No Shares or any interest or right therein or
part thereof shall be liable for the debts, contracts or engagements of the Participant or his
successors in interest or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance,



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assignment or any other means whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void
and of no effect; provided, however, that this Section 3.2 notwithstanding, with the consent of the
Committee, the Shares may be transferred to certain persons or entities related to the Participant,
including but not limited to members of the Participant’s family, charitable institutions or trusts
or other entities whose beneficiaries or beneficial owners are members of the Participant’s family
or to such other persons or entities as may be expressly approved by the Committee, pursuant to any
such conditions and procedures the Committee may require.




     3.3 Rights as Stockholder. Except as otherwise provided herein, upon the Grant Date
the Participant shall have all the rights of a stockholder with respect to the Shares, subject to
the Restrictions herein, including the right to vote the Shares and the right to receive any cash
or stock dividends paid to or made with respect to the Shares; provided, however, that at the
discretion of the Company, and prior to the delivery of Shares, the Participant may be required to
execute a stockholders agreement in such form as shall be determined by the Company. 



     3.4 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall
confer upon the Participant any right to continue to serve as an employee or other service provider
of the Company or any of its Subsidiaries.



     3.5 Governing Law. The laws of the State of Delaware shall govern the
interpretation, validity, administration, enforcement and performance of the terms of this
Agreement regardless of the law that might be applied under principles of conflicts of laws.



     3.6 Conformity to Securities Laws. The Participant acknowledges that the Plan and
this Agreement are intended to conform to the extent necessary with all provisions of the
Securities Act of 1933, as amended, and the Exchange Act, and any and all regulations and rules
promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule
16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be
administered, and the Awards are granted, only in such a manner as to conform to such laws, rules
and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be
deemed amended to the extent necessary to conform to such laws, rules and regulations.



     3.7 Amendment, Suspension and Termination. To the extent permitted by the Plan, this
Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any
time or from time to time by the Committee or the Board, provided, that, except as may otherwise be
provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall
adversely effect the Award in any material way without the prior written consent of the
Participant.



     3.8 Notices. Notices required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail, with postage and fees prepaid, addressed to the Participant to his address shown
in the Company records, and to the Company at its principal executive office.



     3.9 Successors and Assigns. The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company. Subject to the restrictions on transfer herein set forth,
this Agreement shall be binding upon the Participant and his or her heirs, executors,
administrators, successors and assigns.




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EXHIBIT B

TO RESTRICTED STOCK AWARD GRANT NOTICE




CONSENT OF SPOUSE




     I,                                         , spouse of                     , have read and approve the foregoing
Agreement. In consideration of issuing to my spouse the shares of the common stock of FTD Group,
Inc. set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to
the exercise of any rights under the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or any shares of the common stock of
FTD Group, Inc. issued pursuant thereto under the community property laws or similar laws relating
to marital property in effect in the state of our residence as of the date of the signing of the
foregoing Agreement.



	 	 	 	 	 
	Dated:                                         , ___

	 	 	 	  
 Signature
of Spouse






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