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EXHIBIT 10 (a)
AMENDMENT TO XXXXXXX EMPLOYMENT AGREEMENT
Amendment No. 1, dated as of November 11, 1996, among FTD Corporation,
a Delaware corporation ("FTD Corporation"), Florists' Transworld Delivery, Inc.,
a Michigan corporation ("the Company") and Xxxxxxxx X. Xxxxxxx ("the
Executive"), amending the Employment Agreement dated as of March 31, 1995 (as
amended, the "Agreement"), among FTD Corporation (formerly known as Perry
Capital Corp.), the Company and the Executive.
WITNESSETH:
WHEREAS, Executive, FTD Corporation and the Company deem it to be in
their respective best interests to amend certain terms and provisions of the
Agreement as set forth in this Amendment No. 1.
NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements contained herein, it is hereby agreed as follows:
1. Definitions. All terms used herein which are defined in the
Agreement and not otherwise defined herein are used herein as defined therein.
2. Amendment of Section 3(a) of the Agreement. Subsection (a) of
Section 3 of the Agreement is hereby amended to increase to Base Salary to
$300,000 (such increase above the existing Base Salary being referred to herein
as the "Base Salary Increase"). The Base Salary Increase shall be effective
the 186th day of the Company's 1997 fiscal year (the "Increase Date"), unless
Executive's employment with the Company has been terminated by Executive prior
to such date. Upon its effectiveness, the Base Salary Increase shall be applied
retroactively to July 1, 1996. Notwithstanding the foregoing, if Executive's
employment is terminated by the Company prior to the Increase Date, Executive
shall be paid a pro rated portion of the Base Salary Increase for the number of
days Executive is employed by the Company during the period from July 1, 1996 to
the effective date of such termination and such portion of the Base Salary
Increase shall be paid within ten days of the effective date of termination.
3. Amendment of Section 3 (b) of the Agreement. Subsection (b) of
Section 3 of the Agreement is hereby amended to read in its entirety as follows:
"(b) Bonus. The Executive shall be eligible to receive the
following bonus payments:
(i) Executive shall be eligible for an annual bonus in an
amount up to $150,000 (the "Bonus") payable on last day of each fiscal
year during the Term of Employment, commencing with the fiscal year
ending June 30, 1997 (the "1997 Fiscal Year"): provided, that if
Executive's employment is terminated prior to the end of any fiscal
year, the amount of any Bonus paid for such fiscal year shall be pro
rated for the number of days Executive is employed
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by the Company during such fiscal year and the Bonus for such period
shall be paid within ten days of the effective date of termination.
Notwithstanding the foregoing, no Bonus shall be paid for the 1997
Fiscal Year if Executive's employment with the Company has been
terminated by Executive prior to the Increase Date.
(ii) Executive shall be eligible for an additional bonus
(the "Additional Bonus") for the 1997 Fiscal Year in an amount equal
to the excess, if any of (i) $125,000 over (ii) the sum of the Base
Salary Increase and Bonus paid to Executive for the 1997 Fiscal Year.
The Additional Bonus shall be paid to Executive at the same time as
the Bonus for the 1997 Fiscal Year is paid to Executive.
Notwithstanding the foregoing, no Additional Bonus shall be paid for
the 1997 Fiscal Year if Executive's employment with the Company has
been terminated by Executive prior to the Increase Date.
(iii) Executive shall be eligible for a performance bonus
(the "EBITDA Bonus") in an amount of $200,000, payable within 90 days
following the end of the 1997 Fiscal Year (whether or not Executive is
employed by the Company at such time) if the Company's EBITDA for the
1997 Fiscal Year is equal to or greater than $24,500,000.
Notwithstanding the foregoing, no EBITDA Bonus shall be paid for the
1997 Fiscal Year if Executive's employment with the Company has been
terminated by Executive prior to the 230th day of the 1997 Fiscal
Year.
4. Amendment of Section 5 of the Agreement. (a) The second proviso
contained in the first paragraph of Section 5 of the Agreement is hereby amended
to read in its entirety as follows:
"and provided, further, notwithstanding the foregoing, that the Term
of Employment shall expire on the effective date of termination
specified in a written notice provided by Executive to the Company or
by the Company to Executive, as the case may be. Such written notice
may be given by either such party to the other at any time and for any
reason."
(b) Each of the subsections (a) through (e), inclusive, of Section 5
of the Agreement is hereby deleted in its entirety.
(c) Subsection (f) of Section 5 of the Agreement is hereby amended to
read in its entirety as follows:
"In the event of the termination of Executive's employment hereunder
for any reason, the Executive shall be entitled to receive (i) Base
Salary accrued through the effective date of such termination, (ii)
payment of accrued but unused vacation time, (iii) payment for
unreimbursed business expenses through the effective date of such
termination and (iv) payments with respect to the Executive's
participation in any fringe benefit programs through the effective
date of termination."
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5. Amendment of Section 9 of the Agreement. Section 9 of the
Agreement is hereby amended by deleting the words "or Section 5(a) or (c)" from
the fourth line thereof.
6. Governing Law. This Amendment No. 1 shall be governed by and
construed in accordance with the internal laws of the State of Delaware except
to the extent governed by federal law.
7. Counterparts. This Amendment No. 1 may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1 as of the day the year first above written.
EXECUTIVE FTD CORPORATION
/s/ Xxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxxx
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Xxxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx
Title: Chairman of the Board
FLORISTS' TRANSWORLD
DELIVERY, INC.
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Vice President &
General Counsel
