THE AGGREGATE BY
(X) THE HOLDERS OF SECURITIES ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS OF FTD, INC. OR FTD IMMEDIATELY PRIOR TO SUCH TRANSACTION, (Y) ANY
EMPLOYEE BENEFIT PLAN (OR RELATED TRUST) SPONSORED OR MAINTAINED BY FTD, INC. OR
FTD OR SUCH ENTITY OR ANY SUBSIDIARY OF ANY OF THEM OR (Z) ANY OF PERRY
ACQUISITION PARTNERS, L.P., BAIN CAPITAL, INC., FLEET PRIVATE EQUITY CO. INC. OR
ANY OF THEIR RESPECTIVE AFFILIATES AND (2) AT LEAST HALF OF THE MEMBERS OF THE
BOARD OF DIRECTORS OF THE ENTITY RESULTING FROM SUCH BUSINESS COMBINATION WERE
MEMBERS OF THE BOARD AT THE TIME OF THE EXECUTION OF THE INITIAL AGREEMENT, OR
THE ACTION OF THE BOARD PROVIDING FOR SUCH BUSINESS COMBINATION; OR
(D)
APPROVAL BY THE STOCKHOLDERS OF FTD, INC. OR
FTD OF A COMPLETE LIQUIDATION OR DISSOLUTION OF FTD, INC. OR FTD; AND
4
(ii)
"Change of Control Severance Period" shall mean the period of
time commencing on the date of a Change of Control and continuing until the
earliest of (A) the second anniversary of such Change of Control, (B) the
Executive's death, or (C) the Executive's retirement.
4.
SEVERANCE COMPENSATION.
(A)
SEVERANCE FOLLOWING A CHANGE OF CONTROL.
IF THE EXECUTIVE IS ENTITLED TO RECEIVE BENEFITS PURSUANT TO THE TERMS OF
SECTION 3(A) OR SECTION 3(B):
(I)
THE EXECUTIVE, WITHIN FIVE BUSINESS DAYS
AFTER THE EXECUTIVE'S DEMAND THEREFOR, SHALL BE ENTITLED TO A LUMP SUM PAYMENT
IN AN AMOUNT EQUAL TO (A) BASE SALARY FOR THREE YEARS (AT THE HIGHEST RATE IN
EFFECT FOR ANY PERIOD DURING THE THREE-YEAR PERIOD PRIOR TO THE DATE OF
TERMINATION), PLUS (B) THREE TIMES THE EXECUTIVE'S TARGET PERFORMANCE BONUS AS
SET BY THE BOARD FOR THE FISCAL YEAR IN WHICH THE CHANGE OF CONTROL OR THE DATE
OF TERMINATION OCCURS, WHICHEVER IS HIGHER, PLUS (C) ANY PRO RATA PERFORMANCE
BONUS TO WHICH THE EXECUTIVE MAY BE ENTITLED PURSUANT TO THIS AGREEMENT FOR THE
FISCAL YEAR IN WHICH THE CHANGE OF CONTROL OR THE DATE OF TERMINATION OCCURS,
WHICHEVER IS HIGHER; AND
(II)
FOR THREE YEARS FOLLOWING THE DATE OF
TERMINATION (THE "CONTINUATION PERIOD"), THE EXECUTIVE WILL BE PROVIDED, AT NO
COST TO THE EXECUTIVE, WITH (A) HEALTH BENEFITS SUBSTANTIALLY SIMILAR TO THOSE
WHICH THE EXECUTIVE WAS RECEIVING OR ENTITLED TO RECEIVE IMMEDIATELY PRIOR TO
THE DATE OF TERMINATION; PROVIDED, HOWEVER, THAT ANY SUCH BENEFITS OTHERWISE
RECEIVABLE BY THE EXECUTIVE PURSUANT TO THIS CLAUSE (A)(II)(A) WILL BE REDUCED
TO THE EXTENT COMPARABLE BENEFITS ARE ACTUALLY RECEIVED BY THE EXECUTIVE FROM
ANOTHER EMPLOYER DURING THE CONTINUATION PERIOD, AND ANY SUCH BENEFITS ACTUALLY
RECEIVED BY THE EXECUTIVE SHALL BE REPORTED BY THE EXECUTIVE TO FTD, (B) LIFE
INSURANCE AND DISABILITY INSURANCE OR COVERAGE AT LEAST EQUIVALENT TO THAT THE
EXECUTIVE WAS RECEIVING OR ENTITLED TO RECEIVE IMMEDIATELY PRIOR TO THE DATE OF
TERMINATION AND (C) REASONABLE AND CUSTOMARY EXECUTIVE OUTPLACEMENT SERVICES IN
AN AMOUNT NOT TO EXCEED $20,000.
(B)
OTHER SEVERANCE PAYMENTS.
FTD SHALL HAVE
THE RIGHT TO TERMINATE THE EXECUTIVE'S EMPLOYMENT AT