TO JURISDICTION AND VENUE IN ANY FEDERAL
OR STATE COURT IN THE CITY OF CHICAGO.
THIS AGREEMENT AND THE CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT STATE THE ENTIRE AGREEMENT AND UNDERSTANDING
REGARDING THE EXECUTIVE'S EMPLOYMENT WITH FTD.
THIS AGREEMENT SUPERCEDES AND
REPLACES IN ITS ENTIRETY THE LETTER AGREEMENT.
THIS AGREEMENT MAY BE AMENDED
ONLY BY A WRITTEN DOCUMENT SIGNED BY BOTH THE EXECUTIVE AND FTD.
NO DELAY OR
FAILURE TO EXERCISE ANY RIGHT UNDER THIS AGREEMENT WAIVES SUCH RIGHTS UNDER THE
AGREEMENT.
IF ANY PROVISION OF THIS AGREEMENT IS PARTIALLY OR COMPLETELY
INVALID OR UNENFORCEABLE, THEN THAT PROVISION SHALL ONLY BE INEFFECTIVE TO SUCH
EXTENT OF ITS INVALIDITY OR UNENFORCEABILITY, AND THE VALIDITY OR ENFORCEABILITY
OF ANY OTHER PROVISION OF THIS AGREEMENT SHALL NOT BE AFFECTED.
ANY CONTROVERSY
RELATING TO THIS AGREEMENT SHALL BE SETTLED BY ARBITRATION IN CHICAGO, ILLINOIS
IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION
ASSOCIATION, EXCEPT AS OTHERWISE PROVIDED IN THE CONFIDENTIALITY AND
NON-COMPETITION AGREEMENT.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS
AGREEMENT AND ANY PERSONNEL POLICY OR MANUAL OF FTD WITH RESPECT TO ANY MATTER,
THIS AGREEMENT SHALL GOVERN THE MATTER.
(Signature page follows)
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IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date
first set forth above.
FLORISTS' TRANSWORLD DELIVERY, INC.
By: /S/ ROBERT L. NORTON
Its: CEO
/S/ WILLIAM VANCLEAVE
William Van Cleave
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