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,
STATE, COUNTRY, TERRITORY OR OTHER POLITICAL SUBDIVISION OR OTHER LOCATION IN
THE WORLD SHALL BE REFERRED TO AS A "NON-COMPETITION AREA").
THE PARTIES TO
THIS AGREEMENT INTEND THAT THE COVENANT CONTAINED IN THE PRECEDING
SENTENCE OF THIS SECTION 1(A) SHALL BE CONSTRUED AS A SERIES OF SEPARATE
COVENANTS, ONE FOR EACH CITY, CANTON, COMMONWEALTH, COUNTY, DISTRICT, PARISH,
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 COLLECTIVELY REFERRED TO AS ("FTDI"),
OR ANY OF ITS SUCCESSORS 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,