of October 14, 2008 between FTD Group, Inc. (the "Company") and
Robert Apatoff (the "Executive").
R E C I T A L S:
A.
The Company and the Executive have entered
into that certain letter agreement of even date with this Agreement pursuant to
which the Executive will serve as President of the Company; and
B.
In connection therewith, the Company and
the Executive desire to provide for certain additional obligations.
NOW, THEREFORE, in consideration of the offer to and acceptance by the Executive
of employment as President of the Company and of other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto additionally agree as follows:
SECTION 1.
SECRECY, NON-COMPETITION, NO INTERFERENCE AND
NON-SOLICITATION.
(A)
NO COMPETING EMPLOYMENT.
THE EXECUTIVE
ACKNOWLEDGES THAT (I) THE AGREEMENTS AND COVENANTS CONTAINED IN THIS SECTION 1
ARE ESSENTIAL TO PROTECT THE VALUE OF THE COMPANY'S BUSINESS AND ASSETS AND
(II) BY VIRTUE OF HIS EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE WILL OBTAIN
SUCH KNOWLEDGE, KNOW-HOW, TRAINING AND EXPERIENCE OF SUCH A CHARACTER THAT THERE
IS A SUBSTANTIAL PROBABILITY THAT SUCH KNOWLEDGE, KNOW-HOW, TRAINING AND
EXPERIENCE COULD BE USED TO THE SUBSTANTIAL ADVANTAGE OF A COMPETITOR OF THE
COMPANY AND TO THE COMPANY'S SUBSTANTIAL DETRIMENT.
THEREFORE, THE EXECUTIVE
AGREES THAT, FOR THE PERIOD (THE "RESTRICTED PERIOD") COMMENCING ON THE DATE OF
THIS AGREEMENT AND ENDING ON THE DATE THAT IS TWENTY-FOUR (24) MONTHS AFTER THE
DATE ON WHICH THE EXECUTIVE IS NO LONGER EMPLOYED BY THE COMPANY FOR ANY REASON,
THE EXECUTIVE SHALL NOT PARTICIPATE, OPERATE, MANAGE, CONSULT, JOIN, CONTROL OR
ENGAGE, DIRECTLY OR INDIRECTLY, FOR THE BENEFIT OF THE EXECUTIVE OR ON BEHALF OF
OR IN CONJUNCTION WITH ANY PERSON, PARTNERSHIP, CORPORATION OR OTHER ENTITY,
WHETHER AS AN EMPLOYEE, CONSULTANT, AGENT, OFFICER, STOCKHOLDER, MEMBER,
INVESTOR, AGENT OR OTHERWISE, IN ANY BUSINESS ACTIVITY IF SUCH ACTIVITY
CONSTITUTES THE SALE OR PROVISION OF FLORAL PRODUCTS OR SERVICES THAT ARE
SIMILAR TO, OR COMPETITIVE WITH, FLORAL PRODUCTS OR SERVICES THEN BEING SOLD OR
PROVIDED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATED COMPANIES,
INCLUDING, WITHOUT LIMITATION, RETAIL FLORISTS' BUSINESS SERVICES, FLORAL ORDER
TRANSMISSION AND RELATED NETWORK SERVICES, DEVELOPMENT AND DISTRIBUTION OF
BRANDED FLORAL PRODUCTS ON THE INTERNET OR OTHER CONSUMER DIRECT SEGMENT OF THE
FLORAL INDUSTRY (INCLUDING, WITHOUT LIMITATION, INTERFLORA, INC., TELEFLORA
LLC., 1-800-FLOWERS.COM, INC., PROFLOWERS.COM, FLORAL SOURCE, (A "COMPETITIVE
ACTIVITY"), IN ANY OF:
THE CITY OF DOWNERS GROVE, ILLINOIS, THE COUNTY OF
DUPAGE, ILLINOIS OR ANY OTHER CITY OR COUNTY IN THE STATE OF ILLINOIS; THE
DISTRICT OF COLUMBIA OR ANY OTHER STATE, TERRITORY, DISTRICT OR COMMONWEALTH OF
THE UNITED STATES OR ANY COUNTY, PARISH, CITY OR SIMILAR POLITICAL SUBDIVISION
IN
ANY OTHER STATE, TERRITORY, DISTRICT OR COMMONWEALTH OF THE UNITED STATES; ANY
OTHER COUNTRY OR TERRITORY ANYWHERE IN THE WORLD OR IN ANY CITY, CANTON, COUNTY,
DISTRICT, PARISH, PROVINCE OR ANY OTHER POLITICAL SUBDIVISION IN ANY SUCH
COUNTRY OR TERRITORY; OR ANYWHERE IN THE WORLD (EACH CITY, CANTON, COMMONWEALTH,
COUNTY, DISTRICT, PARISH, PROVINCE,