STATE, PROVINCE,
COUNTRY, TERRITORY, OR OTHER POLITICAL SUBDIVISION OR OTHER AREA OF THE WORLD
SPECIFIED.
EXCEPT FOR GEOGRAPHIC COVERAGE, EACH SEPARATE COVENANT SHALL BE
CONSIDERED IDENTICAL IN TERMS TO THE COVENANT CONTAINED IN THE PRECEDING
SENTENCE.
THE PARTIES FURTHER ACKNOWLEDGE THE BREADTH OF THE COVENANTS, BUT
AGREE THAT SUCH BROAD COVENANTS ARE NECESSARY AND APPROPRIATE IN THE LIGHT OF
THE GLOBAL NATURE OF THE COMPETITIVE ACTIVITY.
IF, IN ANY JUDICIAL OR OTHER
PROCEEDING, A COURT OR OTHER BODY DECLINES TO ENFORCE ANY OF THE SEPARATE
COVENANTS INCLUDED IN THIS SECTION 1(A), THE UNENFORCEABLE COVENANT SHALL BE
CONSIDERED ELIMINATED FROM THESE PROVISIONS FOR THE PURPOSE OF THOSE PROCEEDINGS
TO THE EXTENT NECESSARY TO PERMIT THE REMAINING SEPARATE COVENANTS TO BE
ENFORCED.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE MAY MAINTAIN OR
UNDERTAKE PURELY PASSIVE INVESTMENTS ON BEHALF OF HIMSELF, HIS IMMEDIATE FAMILY
OR ANY TRUST ON BEHALF OF HIMSELF OR HIS IMMEDIATE FAMILY IN COMPANIES ENGAGED
IN A COMPETITIVE ACTIVITY SO LONG AS THE AGGREGATE INTEREST REPRESENTED BY SUCH
INVESTMENTS DOES NOT EXCEED 1% OF ANY CLASS OF THE OUTSTANDING PUBLICLY TRADED
DEBT OR EQUITY SECURITIES OF ANY COMPANY ENGAGED IN A COMPETITIVE ACTIVITY.
(B)
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
THE EXECUTIVE, EXCEPT IN
CONNECTION WITH HIS EMPLOYMENT HEREUNDER, SHALL NOT DISCLOSE TO ANY PERSON OR
ENTITY OR USE, EITHER DURING HIS EMPLOYMENT WITH THE COMPANY OR AT ANY TIME
THEREAFTER, ANY INFORMATION NOT IN THE PUBLIC DOMAIN, IN ANY FORM, ACQUIRED BY
THE EXECUTIVE WHILE EMPLOYED BY THE COMPANY OR, IF ACQUIRED FOLLOWING HIS
EMPLOYMENT WITH THE COMPANY, SUCH INFORMATION THAT, TO THE EXECUTIVE'S
KNOWLEDGE, HAS BEEN ACQUIRED, DIRECTLY OR INDIRECTLY, FROM ANY PERSON OR ENTITY
OWING A DUTY OF CONFIDENTIALITY TO THE COMPANY OR ANY OF ITS AFFILIATES,
RELATING TO THE COMPANY, FTD, INC., A DELAWARE CORPORATION AND THE DIRECT PARENT
CORPORATION OF THE COMPANY ("FTDI"), OR ANY OF ITS OR THEIR SUBSIDIARIES OR
AFFILIATED COMPANIES, INCLUDING BUT NOT LIMITED TO TRADE SECRETS, TECHNICAL
INFORMATION, SYSTEMS, PROCEDURES, TEST DATA, PRICE LISTS, FINANCIAL OR OTHER
DATA (INCLUDING THE REVENUES, COSTS OR PROFITS ASSOCIATED WITH ANY OF THE
COMPANY'S PRODUCTS), BUSINESS AND PRODUCT PLANS, CODE BOOKS, INVOICES AND OTHER
FINANCIAL STATEMENTS, COMPUTER PROGRAMS, DISCS AND PRINTOUTS, CUSTOMER AND
SUPPLIER LISTS OR NAMES, PERSONNEL FILES, SALES AND ADVERTISING MATERIAL,
TELEPHONE NUMBERS, NAMES, ADDRESSES OR ANY OTHER COMPILATION OF INFORMATION,
WRITTEN OR UNWRITTEN, THAT IS OR WAS USED IN THE BUSINESS OF THE COMPANY, FTDI,
ANY PREDECESSOR OF THE COMPANY, FTDI OR ANY OF THE COMPANY'S, OR FTDI'S
SUBSIDIARIES.
THE EXECUTIVE AGREES AND ACKNOWLEDGES THAT ALL OF SUCH
INFORMATION, IN ANY FORM, AND COPIES AND EXTRACTS THEREOF ARE AND SHALL REMAIN
THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY, AND UPON TERMINATION OF HIS
EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE SHALL RETURN TO THE COMPANY THE
ORIGINALS AND ALL COPIES (AND SHALL DELETE ALL SUCH ITEMS IN ELECTRONIC FORMAT)
OF ANY SUCH INFORMATION PROVIDED TO OR ACQUIRED BY THE EXECUTIVE IN CONNECTION
WITH THE PERFORMANCE OF HIS DUTIES FOR THE COMPANY, AND SHALL RETURN TO