Common use of Limitation on Payments and Benefits Clause in Contracts

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto), by reason of being considered “contingent on a change in ownership or control” of FTD within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxes, then such payments and benefits to be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”). The fact that the Executive’s payments or benefits may be reduced by reason of the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to this paragraph, FTD may effect such reduction in any manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall if any amount or benefit to be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of provided under this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the an “Code”) (or any successor provision thereto), by reason of being considered “contingent on a change in ownership or controlExcess Parachute Payment,” of FTD within the meaning of Section 280G of the Code (Code, or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxesbut for the application of this sentence, then such the payments and benefits identified in the last sentence of this Section 3 to be paid or provided shall under this Agreement will be reduced to an amount the minimum extent necessary (but not below in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the maximum possible net after aggregate payment and benefits to be provided, determined on an after-tax receipts basis (taking into account the excise tax imposed pursuant to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) 4999 of the Code (Code, or any successor provision thereto) , any tax imposed by any comparable provision of all state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments net of all such taxes, or any interest benefits to be provided under this Agreement or penalties with respect otherwise is required pursuant to such taxes, determined by applying the highest marginal rate under Section 1 preceding sentence will be made at the expense of the Code (Company by the Company’s independent accountants, which determination shall take into account a reasonable compensation analysis of the value of services provided or any successor provision thereto) that applied to the be provided by Executive, including Executive’s taxable income for the immediately preceding taxable year) agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant applicable to Executive (the “Reduced Amount”including, without limitation, those contemplated by Section 6, 7 and 8 of this Agreement). The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this paragraph Section 3 will not of itself limit or otherwise affect any other rights of the Executive’s other rights Executive other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails any payment or benefit intended to make such designation within ten business days of notification of the reduction in payments be provided under this Agreement or benefits otherwise is required to be reduced pursuant to this paragraphSection 3, FTD may effect such reduction the Company will reduce the Executive’s payment and/or benefits, to the extent required, in any manner it deems appropriatethe following order: (i) the lump sum payment provided under Section 2(d); (ii) the lump sum payment provided under Section 2(e)(1); (iii) the lump sum payment related to Health Care Benefits provided under Section 2(f); and (iv) the accelerated vesting of equity-based awards described in Section 2(c).

Limitation on Payments and Benefits. Notwithstanding any other provision of anything in this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoingpayments or benefits to be made or provided in connection with this Agreement, would together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified, or waived, at Optionee’s election, to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming “excess parachute payments” and therefore subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986Code. The Optionee will have the sole right and discretion to determine whether the payments, as amended (the “Code”) (benefits or awards to be made or provided in connection with this Agreement, or any successor provision thereto)other agreement between the Optionee and the Company, by reason of being considered “contingent on a change in ownership should be reduced, whether or control” of FTD within not such other agreement with the meaning Company or an Affiliate expressly addresses the potential application of Section 280G or Section 4999 of the Code (or any successor provision theretoincluding, without limitation, that “payments” under such agreement be reduced). The Optionee will also have the right to designate, or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxes, then such payments and benefits to be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) 409A of the Code (Code, the particular payments, benefits or any successor provision thereto) of all awards that are to be reduced, eliminated, modified or waived; provided that no such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied adjustment will be made if it results in additional expense to the Executive’s taxable income for Company in excess of expenses the immediately preceding taxable year) (the “Reduced Amount”)Company would have experienced if no adjustment had been made. The fact that the Executive’s payments or benefits may be reduced by reason of the limitations contained determination as to whether any such decrease in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be so reduced in order to give effect to this paragraphconclusive and binding upon you and the Company. In The Company will pay or reimburse you on demand for the event that reasonable fees, costs and expenses of the Executive fails counsel or accountant selected to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to determinations under this paragraph, FTD may effect such reduction in any manner it deems appropriateSection.

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall if any amount or benefit to be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of provided under this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the an “Code”) (or any successor provision thereto), by reason of being considered “contingent on a change in ownership or controlExcess Parachute Payment,” of FTD within the meaning of Section 280G of the Code (Code, or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxesbut for the application of this sentence, then such the payments and benefits identified in the last sentence of this Section 3 to be paid or provided shall under this Agreement will be reduced to an amount the minimum extent necessary (but not below in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the maximum possible net after aggregate payment and benefits to be provided, determined on an after-tax receipts basis (taking into account the excise tax imposed pursuant to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) 4999 of the Code (Code, or any successor provision thereto) , any tax imposed by any comparable provision of all state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive, the Employer or the Company, the determination of whether any reduction in such payments net of all such taxes, or any interest benefits to be provided under this Agreement or penalties with respect otherwise is required pursuant to such taxes, determined by applying the highest marginal rate under Section 1 preceding sentence will be made at the expense of the Code (or any successor provision thereto) that applied to Company by the ExecutiveCompany’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”)independent accountants. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this paragraph Section 3 will not of itself limit or otherwise affect any other rights of the Executive’s other rights Executive other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails any payment or benefit intended to make such designation within ten business days of notification of the reduction in payments be provided under this Agreement or benefits otherwise is required to be reduced pursuant to this paragraphSection 3, FTD may effect such reduction the Company will reduce the Executive’s payment and/or benefits, to the extent required, in any manner it deems appropriatethe following order: (i) the lump sum payment provided under Section 2(d); (ii) the lump sum payment provided under Section 2(e)(1); (iii) the lump sum payment related to Health Care Benefits provided under Section 2(f); and (iv) the accelerated vesting of equity-based awards described in Section 2(c).

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall if any amount or benefit to be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of provided under this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, would be subject to an “excess parachute payment,” within the excise tax imposed by meaning of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (), or any successor provision thereto), by reason but for the application of being considered “contingent this sentence, then the payments and benefits identified in the last sentence of this Section 5 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all excess parachute payments under this Agreement; and provided, further, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on a change in ownership or control” of FTD within an after-tax basis (taking into account the meaning of excise tax imposed pursuant to Section 280G 4999 of the Code (Code, or any successor provision thereto), or to any similar tax imposed by any comparable provision of state or local law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any interest or penalties with respect to such taxes, then reduction in such payments and or benefits to be paid provided under this Agreement or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts otherwise is required pursuant to the Executive from all such payments or distributions (determined by reference to preceding sentence will be made at the present value determined in accordance with Section 280G(d)(4) expense of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined Company by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the ExecutiveCompany’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”)independent accountants. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this paragraph Section 5 will not of itself limit or otherwise affect any other rights of the Executive’s other rights Executive other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails any payment or benefit intended to make such designation within ten business days of notification of the reduction in payments be provided under this Agreement or benefits otherwise is required to be reduced pursuant to this paragraphSection 5, FTD may effect such reduction the Company will reduce the Executive’s payment and/or benefits, to the extent required, in any manner it deems appropriate.the following order: (i) the lump sum payment described in Paragraph (1) of Annex A; (ii) the lump sum payment described in Paragraph (3) of Annex A; and (iii) the benefits described in Paragraph (2) of Annex A.

Limitation on Payments and Benefits. Notwithstanding any other provision of anything in this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoingpayments or benefits to be made or provided in connection with this Agreement, would together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming “excess parachute payments” and therefore subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986Code. The Optionee will have the sole right and discretion to determine whether the payments, as amended (the “Code”) (benefits or awards to be made or provided in connection with this Agreement, or any successor provision thereto)other agreement between the Optionee and the Company, by reason of being considered “contingent on a change in ownership should be reduced, whether or control” of FTD within not such other agreement with the meaning Company or an Affiliate expressly addresses the potential application of Section 280G or Section 4999 of the Code (or any successor provision thereto)including, or to any similar tax imposed by state or local lawwithout limitation, or any interest or penalties with respect to that “payments” under such taxes, then such payments and benefits to agreement be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”reduced). The fact Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Executive’s payments or benefits may be reduced by reason Company in excess of expenses the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereofCompany would have experienced if no adjustment had been made. The Executive will then be entitled determination as to designate whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be so reduced in order to give effect to this paragraphconclusive and binding upon you and the Company. In The Company will pay or reimburse you on demand for the event that reasonable fees, costs and expenses of the Executive fails counsel or accountant selected to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to determinations under this paragraph, FTD may effect such reduction in any manner it deems appropriateSection 12.

Limitation on Payments and Benefits. Notwithstanding any other provision of anything in this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoingpayments or benefits to be made or provided in connection with this Agreement, would together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming “excess parachute payments” and therefore subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986Code. The Optionee will have the sole right and discretion to determine whether the payments, as amended (the “Code”) (benefits or awards to be made or provided in connection with this Agreement, or any successor provision thereto)other agreement between the Optionee and the Company, by reason of being considered “contingent on a change in ownership should be reduced, whether or control” of FTD within not such other agreement with the meaning Company or an Affiliate expressly addresses the potential application of Section 280G or Section 4999 of the Code (or any successor provision thereto)including, or to any similar tax imposed by state or local lawwithout limitation, or any interest or penalties with respect to that “payments” under such taxes, then such payments and benefits to agreement be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”reduced). The fact Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Executive’s payments or benefits may be reduced by reason Company in excess of expenses the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereofCompany would have experienced if no adjustment had been made. The Executive will then be entitled determination as to designate whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be so reduced in order to give effect to this paragraphconclusive and binding upon you and the Company. In The Company will pay or reimburse you on demand for the event that reasonable fees, costs and expenses of the Executive fails counsel or accountant selected to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to determinations under this paragraph, FTD may effect such reduction in any manner it deems appropriateSection 11.

Limitation on Payments and Benefits. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or Executive’s Employment Termination (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits being hereinafter called “Total Payments”) would be an “excess parachute payment” pursuant to Code Section 280G or any successor or substitute provision of the Code, with the effect that Executive would be liable for the payment of the excise tax described in Code Section 4999 or any successor or substitute provision of the Code, or any interest or penalties are incurred by Executive with respect to such Total Payments (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement, the cash payments provided in Sections 1 and 2 of this Agreement shall first be reduced, and the non-cash payments and benefits shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax. Notwithstanding the foregoing, no payments or benefits under this Agreement will be reduced unless: (i) the net amount of the Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than (ii) the excess of (A) the net amount of such Total Payments, without reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments), over (B) the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments. (a) Subject to the provisions of paragraph (b) below, all determinations required to be made under this Section, and the assumptions to be utilized in arriving at such determinations, shall be made by the public accounting firm that serves as the Company’s auditors (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there have been Total Payments, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall designate another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive, except as provided in paragraph (b) below. (b) As a result of the uncertainty in the application of Code Section 280G at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that an Excise Tax, or a greater Excise Tax, is due, and thus the Company should have made a lesser amount of Total Payment than that determined pursuant to paragraph (a) above. Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require Executive to pay an Excise Tax or an additional Excise Tax. If the IRS or other agency makes a claim that, if successful, could require Executive to pay an Excise Tax or an additional Excise Tax, the Company shall reduce or further reduce Executive’s payments and benefits in accordance with this Section 5 to the amount necessary to eliminate such Excise Tax or additional Excise Tax. Any reduction will be made by the end of the second calendar year following the Change in Control. (c) Notwithstanding any provision of this Agreement to the contrary, in the event parties agree that it to the extent Code Section 409A applies to this Agreement, the Agreement shall be determined timely amended to comply with the requirements of paragraphs (2), (3), and (4) of Code Section 409A(a), as interpreted in guidance issued by the Internal Revenue Service. The parties further agree that this Agreement shall be administered in all respects in accordance with Code Section 409A, and all amounts payable hereunder shall be distributed only in compliance with the requirements of paragraphs (2), (3), and (4) of Code Section 409A(a), including, without limitation, the requirement of Code Section 409A(a)(2)(B)(i), requiring that any distribution of deferred compensation (as hereafter provideddefined in Code Section 409A and the regulations thereunder) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether a “Specified Employee” paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreementseparation of service cannot be made before the date which is 6 months after the date of separation (or if earlier, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any death of the foregoing, employee). No distribution under the Agreement which would be subject fail to meet the excise tax imposed by Section 4999 requirements of the Internal Revenue Code of 1986, as amended paragraphs (the “Code”) (or any successor provision thereto2), by reason of being considered “contingent on a change in ownership or control” of FTD within the meaning of Section 280G of the Code (or any successor provision thereto3), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxes, then such payments and benefits to be paid or provided (4) of Code Section 409A(a) shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”). The fact that the Executive’s payments or benefits may be reduced by reason of the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to this paragraph, FTD may effect such reduction in any manner it deems appropriatemade.

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive you or for the Executive’s your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto), by reason of being considered “contingent on a change in ownership or control” of FTD within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxes, then such payments and benefits to be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive you from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s your taxable income for the immediately preceding taxable year) (the “Reduced Amount”). The fact that the Executive’s your payments or benefits may be reduced by reason of the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s your other rights other than pursuant to this Agreement. If it is determined that the Executive you should receive a Reduced Amount, FTD will provide the Executive you notice to that effect and a copy of the detailed calculation thereof. The Executive You will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails you fail to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to this paragraph, FTD may effect such reduction in any manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding any other provision of anything in this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoingpayments or benefits to be made or provided in connection with this Agreement, would together with any other payments, benefits or awards which the Optionee has the right to receive from the Company, or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between the Optionee and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming “excess parachute payments” and therefore subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986Code. The Optionee will have the sole right and discretion to determine whether the payments, as amended (the “Code”) (benefits or awards to be made or provided in connection with this Agreement, or any successor provision thereto)other agreement between the Optionee and the Company, by reason of being considered “contingent on a change in ownership should be reduced, and whether or control” of FTD within not such other agreement with the meaning Company or an Affiliate expressly addresses the potential application of Section 280G or Section 4999 of the Code (or any successor provision thereto)including, or to any similar tax imposed by state or local lawwithout limitation, or any interest or penalties with respect to that “payments” under such taxes, then such payments and benefits to agreement be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”reduced). The fact Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Executive’s payments or benefits may be reduced by reason Company in excess of expenses the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereofCompany would have experienced if no adjustment had been made. The Executive will then be entitled determination as to designate whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by the Optionee and reasonably acceptable to the Company, and such determination will be so reduced conclusive and binding upon the Optionee and the Company. Unless otherwise determined in order to give effect to this paragraph. In the event that sole discretion of the Executive fails Committee, the Optionee shall pay any and all fees, costs and expenses of the counsel or accountant selected by the Optionee to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to determinations under this paragraph, FTD may effect such reduction in any manner it deems appropriateSection 12.

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s 's benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") (or any successor provision thereto), by reason of being considered “"contingent on a change in ownership or control” " of FTD within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxes, then such payments and benefits to be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s 's taxable income for the immediately preceding taxable year) (the “"Reduced Amount”"). The fact that the Executive’s 's payments or benefits may be reduced by reason of the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s 's other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to this paragraph, FTD may effect such reduction in any manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding any other provision of anything in this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoingpayments or benefits to be made or provided in connection with this Agreement, would together with any other payments, benefits or awards which the Optionee has the right to receive from the Company, or any corporation which is a member of an "affiliated group" (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between the Optionee and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986Code. The Optionee will have the sole right and discretion to determine whether the payments, as amended (the “Code”) (benefits or awards to be made or provided in connection with this Agreement, or any successor provision thereto)other agreement between the Optionee and the Company, by reason of being considered “contingent on a change in ownership should be reduced, and whether or control” of FTD within not such other agreement with the meaning Company or an Affiliate expressly addresses the potential application of Section 280G or Section 4999 of the Code (or any successor provision thereto)including, or to any similar tax imposed by state or local lawwithout limitation, or any interest or penalties with respect to that "payments" under such taxes, then such payments and benefits to agreement be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”reduced). The fact Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Executive’s payments or benefits may be reduced by reason Company in excess of expenses the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereofCompany would have experienced if no adjustment had been made. The Executive will then be entitled determination as to designate whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by the Optionee and reasonably acceptable to the Company, and such determination will be so reduced conclusive and binding upon the Optionee and the Company. Unless otherwise determined in order to give effect to this paragraph. In the event that sole discretion of the Executive fails Committee, the Optionee shall pay any and all fees, costs and expenses of the counsel or accountant selected by the Optionee to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to determinations under this paragraph, FTD may effect such reduction in any manner it deems appropriateSection 12.

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD XXX.XXX or any of its affiliates to the Executive you or for the Executive’s your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") (or any successor provision thereto), by reason of being considered “"contingent on a change in ownership or control” " of FTD XXX.XXX within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxes, then such payments and benefits to be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive you from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s your taxable income for the immediately preceding taxable year) (the “"Reduced Amount”). The fact that the Executive’s payments or benefits may be reduced by reason of the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to this paragraph, FTD may effect such reduction in any manner it deems appropriate."

Limitation on Payments and Benefits. Notwithstanding any other provision of anything in this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoingpayments or benefits to be made or provided in connection with this Agreement, would together with any other payments, benefits or awards which the Optionee has the right to receive from the Company, or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between the Optionee and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming “excess parachute payments” and therefore subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986Code. The Optionee will have the sole right and discretion to determine whether the payments, as amended (the “Code”) (benefits or awards to be made or provided in connection with this Agreement, or any successor provision thereto)other agreement between the Optionee and the Company, by reason of being considered “contingent on a change in ownership should be reduced, and whether or control” of FTD within not such other agreement with the meaning Company or an Affiliate expressly addresses the potential application of Section 280G or Section 4999 of the Code (or any successor provision thereto)including, or to any similar tax imposed by state or local lawwithout limitation, or any interest or penalties with respect to that “payments” under such taxes, then such payments and benefits to agreement be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”reduced). The fact Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Executive’s payments or benefits may be reduced by reason Company in excess of expenses the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereofCompany would have experienced if no adjustment had been made. The Executive will then be entitled determination as to designate whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by the Optionee and reasonably acceptable to the Company, and such determination will be so reduced conclusive and binding upon the Optionee and the Company. Unless otherwise determined in order to give effect to this paragraph. In the event that sole discretion of the Executive fails Committee, the Optionee shall pay any and all fees, costs and expenses of the counsel or accountant selected by the Optionee to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to determinations under this paragraph, FTD may effect such reduction in any manner it deems appropriateSection 11.

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD FXX.XXX or any of its affiliates to the Executive you or for the Executive’s your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") (or any successor provision thereto), by reason of being considered “"contingent on a change in ownership or control” " of FTD FXX.XXX within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxes, then such payments and benefits to be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts to the Executive you from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s your taxable income for the immediately preceding taxable year) (the “"Reduced Amount”"). The fact that the Executive’s your payments or benefits may be reduced by reason of the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s your other rights other than pursuant to this Agreement. If it is determined that the Executive you should receive a Reduced Amount, FTD FXX.XXX will provide the Executive you notice to that effect and a copy of the detailed calculation thereof. The Executive You will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraph. In the event that the Executive fails you fail to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to this paragraph, FTD FXX.XXX may effect such reduction in any manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding any other provision of anything in this ----------------------------------- Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoingpayments or benefits to be made or provided in connection with this Agreement, would together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed by Section under section 4999 of the Internal Revenue Code of 1986Code. You will have the sole right and discretion to determine whether the payments, as amended (the “Code”) (benefits or awards to be made or provided in connection with this Agreement, or any successor provision thereto)other agreement between you and the Company, by reason should be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of being considered “contingent on a change in ownership or control” of FTD within the meaning of Section Sections 280G or 4999 of the Code (including, without limitation, that "payments" under such agreement be reduced). You will also have the right to designate the particular payments, benefits or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to such taxes, then such payments and benefits awards that are to be paid reduced, eliminated, modified or waived; provided shall that no such adjustment will be reduced to an amount (but not below zero) that would result made if it results in the maximum possible net after tax receipts additional expense to the Executive from all such payments or distributions (determined by reference to Company in excess of expenses the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”)Company would have experienced if no adjustment had been made. The fact that the Executive’s payments or benefits may be reduced by reason of the limitations contained determination as to whether any such decrease in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be so reduced in order to give effect to this paragraphconclusive and binding upon you and the Company. In The Company will pay or reimburse you on demand for the event that reasonable fees, costs and expenses of the Executive fails counsel or accountant selected to make such designation within ten business days of notification of the reduction in payments or benefits is required pursuant to determinations under this paragraph, FTD may effect such reduction in any manner it deems appropriateclause (c).

Limitation on Payments and Benefits. Notwithstanding any other provision provisions of this Agreement to the contraryAgreement, in the event that it shall be determined (as hereafter provided) that any payment or distribution benefit received or to be received by FTD or any of its affiliates to the Executive in connection with a Change in Control or for the Executive’s benefit, 's Employment Termination (whether paid or payable or distributed or distributable pursuant to the terms terms, of this Agreement or otherwise any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits being hereinafter called "Total Payments") would, be an "excess parachute payment" pursuant to Code Section 280G or by reason of any other agreement, policy, plan, program successor or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any substitute provision of the foregoingCode, with the effect that Executive would be subject to liable for the payment of the excise tax imposed by described in Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor or substitute provision thereto), by reason of being considered “contingent on a change in ownership or control” of FTD within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local lawCode, or any interest or penalties are incurred by Executive with respect to such taxesTotal Payments (such excise tax, then together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement, the cash payments provided in Sections 1 and 2 of this Agreement shall first be reduced, and the noncash payments and benefits to shall thereafter be paid or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts reduced, to the Executive from all such payments or distributions (determined by reference extent necessary so that no portion of the Total Payments is subject to the present value determined in accordance with Section 280G(d)(4Excise Tax; provided, however, that Executive may elect (at any time prior to the payment of any Total Payment under this Agreement) to have the noncash payments and benefits reduced (or eliminated) prior to any reduction of the Code (or any successor provision thereto) of all such cash payments net of all such taxesunder this Agreement. Notwithstanding the foregoing, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced Amount”). The fact that the Executive’s no payments or benefits may under this Agreement will be reduced by reason unless: (i) the net amount of the limitations contained Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than (ii) the excess of (A) the net amount of such Total Payments, without reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments), over (B) the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments. (a) Subject to the provisions of paragraph (b) below, all determinations required to be made under this paragraph will not of itself limit or otherwise affect any Section, and the assumptions to be utilized in arriving at such determinations, shall be made by the public accounting firm that serves as the Company's auditors (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the Executive’s other rights other than pursuant to this Agreement. If it receipt of notice from the Company or Executive that there have been Total Payments, or such earlier time as is determined that requested by the Executive should receive a Reduced Amount, FTD will provide the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced in order to give effect to this paragraphCompany. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive fails shall designate another nationally recognized accounting firm to make such designation within ten business days of notification the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the reduction Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in payments the imposition of a negligence or benefits is required pursuant to this paragraphsimilar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive, FTD may effect such reduction except as provided in any manner it deems appropriateparagraph (b) below.

Limitation on Payments and Benefits. (a) Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates the Company to the Executive or for the Executive’s benefit, benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or otherwise) (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto), ) by reason of being considered “contingent on a change in ownership or control” of FTD the Company within the meaning of Section 280G of the Code (or any successor provision thereto), ) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by the Executive with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then such the payments and benefits to be paid or provided under this Agreement shall be reduced to an the minimum extent necessary so that no amount (but not below zero) that would result in of the maximum possible net after tax receipts Total Payments is subject to the Excise Tax. Whether requested by the Executive from all such or the Company, the determination of whether a reduction in payments or distributions (determined by reference benefits is required pursuant to the present value determined in accordance with Section 280G(d)(4) preceding sentence will be made at the expense of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined Company by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the ExecutiveCompany’s taxable income for the immediately preceding taxable year) independent accountants (the “Reduced AmountAccounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this paragraph Section 5 will not of itself limit or otherwise affect any other rights of the Executive’s other rights Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 5, the Company will reduce the Executive’s payment and/or benefits, to the extent required, in the following order (but, in each case, only the portion thereof, if any, that has been determined by the Accounting Firm to be an “Excess Parachute Payment” within the meaning of Section 280G of the Code: (i) the services described in paragraph (4) of Annex A, (ii) the benefit described in Paragraph (3) of Annex A; and (iii) the lump sum payment described in Paragraph (1) of Annex A. (b) If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any good faith determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is determined possible that Excise Tax payments that were not made by the Executive should receive a Reduced Amounthave been made (“Underpayment”), FTD will provide consistent with the Executive notice to that effect and a copy of the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits calculations required to be so reduced in order to give effect to this paragraphmade hereunder. In the event that the Company exhausts its remedies pursuant to paragraph (c), below, and the Executive fails thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and either (i) the Executive shall repay to the Company the minimum amount required by the Internal Revenue Service to avoid any Excise Tax, or (ii) the Company shall promptly pay any such designation within ten Underpayment to or for the benefit of the Executive, in the Company’s discretion. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the Executive to pay an Excise Tax. Such notification shall be given as soon as practicable but no later than fifteen (15) business days after the Executive is informed in writing of notification such claim and shall apprise the Company of the reduction nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in payments writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) Give the Company any information reasonably requested by the Company relating to such claim, (ii) Take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) Cooperate with the Company in good faith in order effectively to contest such claim, and (iv) Permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or benefits income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing provisions of this paragraph (c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner; and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is required claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which any additional Excise Tax would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of any amount advanced by the Company pursuant to paragraph (c), above, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of said paragraph (c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon, after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to said paragraph (c)), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid; and the amount of such advance shall offset, to the extent thereof, the amount of any Excise Tax required to be paid. (e) Notwithstanding the foregoing provisions of this paragraphSection 5, FTD may effect the determination of any amount necessary to indemnify the Executive shall be made taking into account all other payments made to the Executive under any plans, agreements or arrangements aside from this Agreement that are intended to indemnify the Executive with respect to Excise Taxes on Excess Parachute Payments and under no circumstances will such reduction in amount be determined by inclusion of any manner it deems appropriatetaxes or additional taxes or related interest or penalties payable by the Executive, if any, by reason of the application of Section 409A of the Code.

Limitation on Payments and Benefits. Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall any amount or benefit to be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates to the Executive or for the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of provided under this Agreement or otherwise pursuant to or by reason the Executive constitutes a “parachute payment” within the meaning of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any Section 280G of the foregoingCode, and but for this provision, would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code Code, then the totality of 1986those amounts shall be either: (i) delivered in full, or (ii) delivered as amended (to such lesser extent which would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the “Code”) (or any successor provision thereto), whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by reason of being considered “contingent on a change in ownership or control” of FTD within the meaning of Section 280G 4999 of the Code (or and any successor provision thereto), or to any similar tax imposed by equivalent state or local lawexcise taxes), or any interest or penalties with respect to such taxesresults in the receipt by the Executive on an after-tax basis, then of the greatest amount of such payments and benefits to benefits, notwithstanding that all or some portion of such amount may be paid or provided taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree, any determination required under this provision shall be reduced to an amount (but not below zero) that would result made in writing by a firm of independent public accountants or a law firm selected by the maximum possible net after tax receipts Company and reasonably acceptable to the Executive from all such payments or distributions (determined by reference to the present value determined in accordance with Section 280G(d)(4) of the Code (or any successor provision thereto) of all such payments net of all such taxes, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 of the Code (or any successor provision thereto) that applied to the Executive’s taxable income for the immediately preceding taxable year) (the “Reduced AmountAccountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. The fact that the Executive’s payments or benefits may be reduced by reason of the limitations contained in this paragraph will not of itself limit or otherwise affect any of the Executive’s other rights other than pursuant to this Agreement. If it is determined that Company and the Executive should receive a Reduced Amount, FTD will provide agree to furnish to the Executive notice to that effect Accountants such information and a copy of documents as the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced Accountants may reasonably request in order to give effect to make a determination under this paragraphprovision. In The Company will bear all costs the event that Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction of any amount required by this provision shall occur in the Executive fails to make such designation within ten business days of notification of the reduction in following order: (a) any payments or and benefits is required due pursuant to this paragraphSection 7(b)(i); (b) cancellation of any accelerated vesting of equity awards in the reverse order such awards were granted; (c) any bonuses payable to Executive; and (d) any other payments that are potential parachute payments If two or more equity awards are granted on the same date, FTD may effect such reduction in any manner it deems appropriateeach award will be reduced on a pro rata basis (dollar-for-dollar).

Limitation on Payments and Benefits. (a) Notwithstanding any other provision of this Agreement to the contrary, in the event that it shall be determined (as hereafter provided) that any payment or distribution by FTD or any of its affiliates the Company to the Executive or for the Executive’s benefit, benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or otherwise) (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing, “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto), ) by reason of being considered “contingent on a change in ownership or control” of FTD the Company within the meaning of Section 280G of the Code (or any successor provision thereto), ) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by the Executive with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then such payments and benefits to be paid or provided the Total Payments shall be reduced to an the minimum extent necessary so that no amount (but not below zero) that would result in of the maximum possible net after tax receipts Total Payments is subject to the Excise Tax (such amount, the “Reduced Amount”); provided, however, that the Total Payments shall not be so reduced if a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) determines that, without such reduction, the Executive from all such payments or distributions would be entitled to receive and retain, on a net after-tax basis (determined by reference to the present value determined in accordance with including, without limitation, any excise taxes payable under Section 280G(d)(4) 4999 of the Code (or any successor provision thereto) of all such payments net of all such Code, federal, state, and local income taxes, or any interest or penalties with respect to such social security and Medicare taxes and all other applicable taxes, determined by applying the highest marginal income tax rate applicable to individuals under Section 1 of the Code (or any successor provision thereto) that applied to in the calendar year in which the Change in Control occurs, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s taxable residence on the effective date of the Change in Control, net of the maximum reduction in federal income for taxes which could be obtained from deduction of such state and local taxes, taking into account the immediately preceding taxable year) reduction in itemized deduction under Section 68 of the Code), an amount that is greater than the amount, on a net after-tax basis (determined in the “same manner), that the Executive would be entitled to retain upon receipt of the Reduced Amount”). Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 5 shall be made in good faith by the Accounting Firm in a timely manner and shall be binding on the parties absent manifest error. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Accounting Firm and any other advisers retained by the Company to assist the Accounting Firm shall be borne solely by the Company. The fact that the Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this paragraph Section 5 will not of itself limit or otherwise affect any other rights of the Executive’s other rights Executive other than pursuant to this Agreement. If it In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 5, the Company will reduce the Executive’s payment and/or benefits, to the extent required, in the following order (but, in each case, only the portion thereof, if any, that has been determined by the Accounting Firm to be an “Excess Parachute Payment” within the meaning of Section 280G of the Code): (i) the services described in Paragraph (3) of Annex A; (ii) the lump sum payment described in Paragraph (1) of Annex A; (iii) payments (including any acceleration of vesting or payments) under equity incentive awards described in Section 4(e) where the full amount of such payments is treated as a parachute payment under the regulations under Section 280G of the Code and (iv) payments (including any acceleration of vesting or payments) under equity incentive awards described in Section 4(e) where less than the full amount of such payments is treated as a parachute payment under the regulations under Section 280G of the Code. Within any category of payments and benefits (that is, (i), (ii), (iii) or (iv) of this Section 5(a)): (A) a reduction will occur first with respect to amounts that are not nonqualified deferred compensation within the meaning of Section 409A of the Code and then with respect to amounts that are; and (B) the payment and/or benefit amounts (including the acceleration of vesting or payments) to be reduced, if applicable, shall be reduced in the inverse order of their originally scheduled dates of payment or vesting, as applicable. The Company and the Executive should receive a Reduced Amount, FTD will provide shall furnish to the Executive notice to that effect Accounting Firm such information and a copy of documents as the detailed calculation thereof. The Executive will then be entitled to designate the payments or benefits to be so reduced Accounting Firm may reasonably require in order to give effect make a determination under this Section 5. To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Company shall retain an adviser (which may be the Accounting Firm) to this paragraphvalue, services to be provided by the Executive (including the Executive refraining from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that Total Payments in respect of such services may be considered to be “reasonable compensation” within the meaning of the regulations under Section 280G of the Code. (b) If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any good faith determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder: (i) It is possible that amounts will have been paid or distributed by the Company to the Executive that should not have been so paid or distributed (each, an “Overpayment”). In the event that the Accounting Firm, based on the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive, determines that an Overpayment has occurred, then the Executive fails shall pay to make the Company the minimum amount required, as determined by the Accounting Firm, to avoid any Excise Tax; and (ii) It is also possible that amounts which will not have been paid or distributed by the Company could have been paid or distributed to the Executive (each, an “Underpayment”), consistent with calculations required to be made under this Section 5. In the event that a determination is made by the Accounting Firm (based upon controlling precedent or substantial authority) that an Underpayment has occurred, any such designation within ten Underpayment shall be promptly paid by the Company to the Executive, together with interest at the applicable federal rate from the date such amount would have been paid to the Executive until the date of payment. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the Executive to pay an Excise Tax. Such notification shall be given as soon as practicable but no later than fifteen (15) business days after the Executive is informed in writing of notification such claim and shall apprise the Company of the reduction in payments nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which the Executive gives such notice to the Company (or benefits such shorter period ending on the date that any payment of taxes with respect to such claim is required pursuant to this paragraph, FTD may effect such reduction in any manner it deems appropriatedue).