Common use of No Competing Employment Clause in Contracts

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s employment with the Company, the Executive will obtain such knowledge, know‑how, training and experience of such a character that there is a substantial probability that such knowledge, know‑how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months after the date on which the Executive is no longer employed by the Company for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiaries, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products or other gifts (including, without limitation, gourmet foods and personalized gifts), on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels (a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s immediate family or any trust on behalf of the Executive or the Executive’s immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months after the date on which the Executive is no longer employed by the Company for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods Interflora, Inc., Teleflora LLC, 0-000-XXXXXXX.XXX, Inc., Xxxxxxxxxx.xxx, and personalized gifts), on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels Floral Source) (a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s immediate family or any trust on behalf of the Executive or the Executive’s immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The For two years after the Effective Time or for so long as Executive acknowledges that is receiving, or is entitled to receive, any payments under or pursuant to this Agreement, whichever period is longer (i) the agreements and covenants contained in this Section 1 are essential such period being referred to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s employment with the Company, the Executive will obtain such knowledge, know‑how, training and experience of such a character that there is a substantial probability that such knowledge, know‑how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (hereinafter as the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months after the date on which the Executive is no longer employed by the Company for any reason), the Executive shall not participate, operate, manage, consult, join, control or engagenot, directly or indirectly, for the benefit of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultantprincipal, agent, officer, director, investor, consultant, stockholder, lender, partner, member, investorowner, agent sponsor, or otherwise, alone or in association with any other person (except ownership of less than 3% of the number of shares outstanding of any securities which are publicly traded), carry on, manage, operate, finance, sponsor, or become engaged or concerned in, or otherwise take part in, a business, anywhere in any State in which the Company has opened, or has existing plans to open, stores and in all States contiguous with such States, similar to or in competition with any part of the Company’s business, which generally consists of selling home appliances and consumer electronics and similar items and providing related installation, extended warranty or service plans, servicing, financing, and repair (the business activity if such activity constitutes of the sale Company is hereinafter referred to as the “Business”), or provision of floral products be employed in a competitive capacity by or render services or other gifts that are similar to, or competitive withown, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiaries, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products or other gifts (including, without limitation, gourmet foods and personalized gifts), on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels (a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county share in the State of Illinois; the District of Columbia earnings of, or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere invest in the world or in any citystock, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territorybonds, or other political subdivision securities of, or other area lend money or extend credit to, or otherwise directly or indirectly assist, any business similar to or in competition with any part of the world specifiedBusiness, anywhere in any State in which the Company has opened, or has existing plans to open, stores and in all States contiguous with such States, except for the aforementioned 3% ownership of publicly traded securities. Except for If any portion of the restricted geographic coverage, each separate covenant area in any state shall be considered identical adjudicated in terms such state to be invalid or unenforceable as so identified, such identification shall be deemed amended to properly reflect the covenant contained largest aggregate geographic area in such state which would be valid and enforceable under the laws of such state; provided, further, that such invalidity or unenforceability shall apply only with respect to part or all of the restricted geographic area in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that particular state in which such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforcedadjudication is made. Notwithstanding the foregoing, the this subparagraph 5(a) shall automatically terminate and be of no further force or effect if any Severance Benefit that Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s immediate family or any trust on behalf of the Executive or the Executive’s immediate family in companies engaged is entitled to receive is not paid in a Competitive Activity so long as timely manner and the aggregate interest represented by Company fails to cure such investments does not exceed 1% default within thirty (30) days of any class its receipt of written notice from Executive of such default. Executive acknowledges and agrees that the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary restrictions set forth in this Section 1(a), 5(a) are reasonable and appropriate and will not materially interfere with or impede Executive’s ability to obtain other employment during the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided period that this exception shall not apply to the companies listed on Schedule I heretothese restrictions are in effect.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s hisr employment with the Company, the Executive will obtain such knowledge, know‑how, training and experience of such a character that there is a substantial probability that such knowledge, know‑how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months after the date on which the Executive is no longer employed by the Company for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other others gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products or other gifts (including, without limitation, gourmet foods and personalized gifts), ) on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels other consumer direct segment of the floral or gifting industry (a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s immediate family or any trust on behalf of the Executive or the Executive’s immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 7 are essential to protect the value of the Company’s 's business and assets and (ii) that by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑how, training Confidential Information and experience of such a character that there is a substantial probability that such knowledge, know‑how, training and experience Confidential Information could be used to the substantial advantage of a competitor of the Company or its subsidiaries and to the Company’s 's or its subsidiaries' substantial detriment. Therefore, the Executive agrees thatthat except in connection with his employment hereunder or as required by legal process, for he shall not disclose to any person or entity or use, during the period (Employment Term or at any time thereafter, any information not in the “Restricted Period”) commencing on public domain or generally known in the date of this Agreement and ending on the date that is twelve (12) months after the date on which industry, in any form acquired by the Executive is no longer while employed by the Company for any reasonor, if acquired following the Executive shall not participateEmployment Term, operatesuch information which, manageto the Executive's knowledge, consulthas been acquired, joindirectly, control or engage, directly or indirectly, for the benefit from any person or entity owing a duty of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by confidentiality to the Company or any of its subsidiariessubsidiaries or affiliates, includingrelating to the Company, without limitationits subsidiaries or affiliates, retail florists’ business servicesincluding but not limited to information regarding customers, floral order transmission and related network servicesvendors, development and distribution suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of branded floral the Company's products or other gifts (including, without limitation, gourmet foods and personalized giftsservices), on business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the Internet business of the Company or through retailany of its subsidiaries or affiliates (collectively, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club "Confidential Information"). The Executive agrees and telemarketing channels (a “Competitive Activity”)acknowledges that all Confidential Information, in any of: form, and copies and extracts thereof, are and shall remain the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth sole and exclusive property of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth Company and upon termination of his employment with the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoingCompany, the Executive may maintain shall return to the Company the originals and all copies of any Confidential Information provided to or undertake purely passive investments on behalf of the Executive, the Executive’s immediate family or any trust on behalf of acquired by the Executive or in connection with the Executive’s immediate family in companies engaged in a Competitive Activity so long as performance of his duties for the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything Company, and shall return to the contrary set forth in this Section 1(a)Company all files, correspondence and/or other communications received, maintained and/or originated by the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) during the course of its revenue; provided that this exception shall not apply to the companies listed on Schedule I heretohis employment.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months one year after the date on which termination of the Executive is no longer employed by Executive’s employment under the Company Employment Agreement for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods and personalized gifts)Interflora, on the Internet or through retailInc., mass marketingTeleflora Inc., franchise0-000-XXXXXXX.XXX, wholesaleInc., catalog, supermarket, wholesale club and telemarketing channels (a PC Flowers & Xxxxx.xxx Inc.,(a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executivehimself, the Executive’s his immediate family or any trust on behalf of the Executive himself or the Executive’s his immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months one year after the date on which termination of the Executive is no longer employed by Executive’s employment under the Company Employment Agreement for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods and personalized gifts)Interflora, on the Internet or through retailInc., mass marketingTeleflora Inc., franchise0-000-XXXXXXX.XXX, wholesaleInc., catalog, supermarket, wholesale club and telemarketing channels (a PC Flowers & Xxxxx.xxx Inc.,(a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s immediate family or any trust on behalf of the Executive or the Executive’s immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.world

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s 's business and assets and (ii) by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s 's substantial detriment. Therefore, the Executive agrees that, for the period (the “"Restricted Period”") commencing on the date of this Agreement and ending on the date that is twelve (12) months one year after the date on which termination of the Executive is no longer employed by Executive's employment under the Company Employment Agreement for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ ' business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods and personalized gifts)Interflora, on the Internet Inc., Teleflora Inc., American Floral Services, Inc., Xxxxx, Xxxxxx Xxxxxxx, Inc., 0-000-XXXXXXX.XXX, Inc., PC Flowers & Xxxxx.xxx Inc., U.S.A. Floral Products, Inc. or through retailWorld Commerce Online, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels Inc.) (a “"Competitive Activity”"), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “"Non-competition Area”"). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a1 (a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executivehimself, the Executive’s his immediate family or any trust on behalf of the Executive himself or the Executive’s his immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve eighteen (1218) months after the date on which the Executive is no longer employed by ceases to receive compensation (including salary, bonus or consulting payments) from the Company for or any reasonof its affiliates, or any of its successors or their subsidiaries or affiliated companies, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods and personalized gifts)Interflora, on the Internet or through retailInc., mass marketingTeleflora LLC., franchise1-000-XXXXXXX.XXX, wholesaleInc., catalogPxxxxxxxxx.xxx, supermarketFloral Source, wholesale club and telemarketing channels (a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executivehimself, the Executive’s his immediate family or any trust on behalf of the Executive himself or the Executive’s his immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months one year after the date on which termination of the Executive is no longer employed by Executive’s employment under the Company Employment Agreement for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive himself or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods and personalized gifts)Interflora, on the Internet Inc., Teleflora Inc., American Floral Services, Inc., Xxxxx, Xxxxxx Xxxxxxx, Inc., 0-000-XXXXXXX.XXX, Inc., PC Flowers & Xxxxx.xxx Inc., U.S.A. Floral Products, Inc. or through retailWorld Commerce Online, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels Inc.) (a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executivehimself, the Executive’s his immediate family or any trust on behalf of the Executive himself or the Executive’s his immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑how, training and experience of such a character that there is a substantial probability that such knowledge, know‑how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months after the date on which the Executive is no longer employed by the Company for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiaries, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products or other gifts (including, without limitation, gourmet foods and personalized gifts), on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels (a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s immediate family or any trust on behalf of the Executive or the Executive’s immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s 's business and assets and (ii) by virtue of Executive’s his employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s 's substantial detriment. Therefore, the Executive agrees that, for the period (the “"Restricted Period”") commencing on the date of this Agreement and ending on the date that is twelve (12) months after the date on which the Executive is no longer employed by the Company for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ ' business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods Interflora, Inc., Teleflora LLC, 0-000-XXXXXXX.XXX, Inc., Xxxxxxxxxx.xxx, and personalized gifts), on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels Floral Source) (a “"Competitive Activity”"), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “"Non-competition Area”"). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s 's immediate family or any trust on behalf of the Executive or the Executive’s 's immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s 's business and assets and (ii) by virtue of Executive’s her employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s 's substantial detriment. Therefore, the Executive agrees that, for the period (the “"Restricted Period”") commencing on the date of this Agreement and ending on the date that is twelve (12) months after the date on which the Executive is no longer employed by the Company for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ ' business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods Interflora, Inc., Teleflora LLC, 0-000-XXXXXXX.XXX, Inc., Xxxxxxxxxx.xxx, and personalized gifts), on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels Floral Source) (a “"Competitive Activity”"), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “"Non-competition Area”"). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s 's immediate family or any trust on behalf of the Executive or the Executive’s 's immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive acknowledges that (i) the agreements and covenants contained in this Section 1 are essential to protect the value of the Company’s business and assets and (ii) by virtue of Executive’s her employment with the Company, the Executive will obtain such knowledge, know‑howknow-how, training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s substantial detriment. Therefore, the Executive agrees that, for the period (the “Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (12) months after the date on which the Executive is no longer employed by the Company for any reason, the Executive shall not participate, operate, manage, consult, join, control or engage, directly or indirectly, for the benefit of the Executive or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitation, retail florists’ business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods Interflora, Inc., Teleflora LLC, 0-000-XXXXXXX.XXX, Inc., Xxxxxxxxxx.xxx, and personalized gifts), on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels Floral Source) (a “Competitive Activity”), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “Non-competition Area”). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive may maintain or undertake purely passive investments on behalf of the Executive, the Executive’s immediate family or any trust on behalf of the Executive or the Executive’s immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.

No Competing Employment. The Executive Employee acknowledges that (i) the agreements and covenants contained in this Section 1 l are essential to protect the value of the Company’s 's business and assets and (ii) by virtue of Executive’s his employment with the CompanyCompany , the Executive Employee will obtain such knowledge, know‑howknow-how , training and experience of such a character that there is a substantial probability that such knowledge, know‑howknow-how, training and experience could be used to the substantial advantage of a competitor of the Company and to the Company’s 's substantial detriment. Therefore, the Executive Employee agrees that, for the period (the “"Restricted Period”) commencing on the date of this Agreement and ending on the date that is twelve (( 12) months after the date on which the Executive Employee is no longer employed by the Company for any reason, the Executive Employee shall not participate, operate, manage, consult, joinjoin , control or engage, directly or indirectly, for the benefit of the Executive Employee or on behalf of or in conjunction with any person, partnership, corporation or other entity, whether as an employee, consultant, agent, officer, stockholder, member, investor, agent or otherwise, in any business activity if such activity constitutes the sale or provision of floral products or services or other gifts that are similar to, or competitive with, floral products or services or other gifts then being sold or provided by the Company or any of its subsidiariessubsidiaries or affiliated companies, including, without limitationlimitation , retail florists’ ' business services, floral order transmission and related network services, development and distribution of branded floral products on the Internet or other gifts consumer direct segment of the floral industry (including, without limitation, gourmet foods lnterflora, Inc., Teleflora LLC., 1-800- XXXXXXX.XXX, Inc., Xxxxxxxxxx.xxx, and personalized gifts), on the Internet or through retail, mass marketing, franchise, wholesale, catalog, supermarket, wholesale club and telemarketing channels Floral Source) (a “"Competitive Activity”"), in any of: the City of Downers Grove, Illinois, the County of DuPage, Illinois or any other city or county in the State of Illinois; the District of Columbia or any other state, territory, district or commonwealth of the United States or any county, parish, city or similar political subdivision in any other state, territory, district or commonwealth of the United States; any other country or territory anywhere in the world or in any city, canton, county, district, parish, province or any other political subdivision in any such country or territory; or anywhere in the world (each city, canton, commonwealth, county, district, parish, province, state, country, territory or other political subdivision or other location in the world shall be referred to as a “"Non-competition Area”"). The parties to this Agreement intend that the covenant contained in the preceding sentence of this Section 1(a) shall be construed as a series of separate covenants, one for each city, canton, commonwealth, county, district, parish, state, province, country, territory, or other political subdivision or other area of the world specified. Except for geographic coverage, each separate covenant shall be considered identical in terms to the covenant contained in the preceding sentence. The parties further acknowledge the breadth of the covenants, but agree that such broad covenants are necessary and appropriate in the light of the global nature of the Competitive Activity. If, in any judicial or other proceeding, a court or other body declines to enforce any of the separate covenants included in this Section 1(a), the unenforceable covenant shall be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. Notwithstanding the foregoing, the Executive Employee may maintain or undertake purely passive investments on behalf of the ExecutiveEmployee, the Executive’s Employee's immediate family or any trust on behalf of the Executive Employee or the Executive’s Employee's immediate family in companies engaged in a Competitive Activity so long as the aggregate interest represented by such investments does not exceed 1% of any class of the outstanding publicly traded debt or equity securities of any company engaged in a Competitive Activity. Notwithstanding anything to the contrary set forth in this Section 1(a), the Executive may participate, operate, manage, consult, join, control or engage any person, partnership, corporation or other entity for which Competitive Activity does not account for more than twenty percent (20%) of its revenue; provided that this exception shall not apply to the companies listed on Schedule I hereto.