Exhibit 10.6
FTD, INC.
RESTRICTED STOCK AWARD AGREEMENT
WHEREAS, ____________ (the "Grantee") is a director, officer or employee (or an
approved service provider) of FTD, INC. (the "Company") or a Subsidiary of the
Company; and
WHEREAS, the grant of the shares of restricted stock (as governed by the
Company's 2002 Long-Term Equity Incentive Plan (the "Plan")) described herein
has been authorized by a resolution of Company's Compensation Committee;
NOW, THEREFORE, pursuant to the Plan, the Company hereby grants to the Grantee
_____ restricted shares of Common Stock (as defined in the Plan) (such ____
restricted shares being hereinafter referred to as the "Restricted Shares"),
effective as of ______ (the "Date of Grant"), and subject to the terms and
conditions of the Plan and the terms and conditions of this Restricted Stock
Award Agreement.
1.
DEFINITIONS. ALL CAPITALIZED TERMS USED HEREIN AND NOT OTHERWISE
DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PLAN.
2.
ISSUANCE OF SHARES. THE RESTRICTED SHARES SHALL BE ISSUED TO THE
GRANTEE, AND, EXCEPT AS OTHERWISE PROVIDED IN THE PLAN, UPON PAYMENT TO THE
COMPANY BY THE GRANTEE OF THE AGGREGATE PAR VALUE THEREOF, SHALL BE FULLY PAID
AND NONASSESSABLE AND SHALL BE REPRESENTED BY A CERTIFICATE OR CERTIFICATES
ISSUED IN THE NAME OF THE GRANTEE AND ENDORSED WITH AN APPROPRIATE LEGEND
REFERRING TO THE RESTRICTIONS HEREINAFTER SET FORTH.
3.
RESTRICTIONS ON TRANSFER OF SHARES. THE RESTRICTED SHARES MAY NOT
BE SOLD, ASSIGNED, TRANSFERRED, CONVEYED, PLEDGED, EXCHANGED OR OTHERWISE
ENCUMBERED OR DISPOSED OF BY THE GRANTEE, EXCEPT TO THE COMPANY, UNTIL THEY HAVE
BECOME NONFORFEITABLE AS PROVIDED IN SECTION 4 HEREOF.
ANY PURPORTED
ENCUMBRANCE OR DISPOSITION IN VIOLATION OF THE PROVISIONS OF THIS SECTION 3
SHALL BE VOID AB INITIO, AND THE OTHER PARTY TO ANY SUCH PURPORTED TRANSACTION
SHALL NOT OBTAIN ANY RIGHTS TO OR INTEREST IN THE RESTRICTED SHARES.
AS AND
WHEN PERMITTED BY THE PLAN, THE COMMITTEE MAY IN ITS SOLE DISCRETION WAIVE THE
RESTRICTIONS ON TRANSFERABILITY WITH RESPECT TO ALL OR A PORTION OF THE
RESTRICTED SHARES.
4.
VESTING OF SHARES.
(A)
SUBJECT TO SECTION 6 HEREOF, THE RESTRICTED SHARES SHALL VEST AND
BECOME NONFORFEITABLE IF THE GRANTEE IS OR BECOMES AND REMAINS AS A DIRECTOR,
OFFICER OR EMPLOYEE (OR AN APPROVED SERVICE PROVIDER) OF THE COMPANY OR A
SUBSIDIARY THROUGH THE VESTING DATE SET FORTH BELOW WITH RESPECT TO THE NUMBER
OF RESTRICTED SHARES SET FORTH NEXT TO SUCH DATE:
Number (or Percentage) of Restricted
Vesting Date
Shares Vesting on such Vesting Date
(B)
NOTWITHSTANDING THE PROVISIONS OF SECTION 4(A) ABOVE, IN
CONNECTION WITH A CHANGE IN CONTROL, THE PROVISIONS SET FORTH IN SECTION 8 OF
THE PLAN SHALL GOVERN WITH RESPECT TO THE ACCELERATION OF THE NONFORFEITABILITY
OF THE RESTRICTED SHARES.
5.
FORFEITURE OF SHARES.
IF THE GRANTEE CEASES TO BE (OR DOES NOT
BECOME) A DIRECTOR, OFFICER OR EMPLOYEE OF (OR CEASES TO OTHERWISE PERFORM
CERTAIN OTHER SERVICES APPROVED BY THE COMMITTEE FOR THE COMPANY OR A SUBSIDIARY
FOR ANY REASON), EXCEPT AS AND TO THE