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 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 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 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 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 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 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 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 11.

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 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 XXX.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 XXX.XXX 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 no amount or benefit 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 provided under this Agreement to an extent or otherwise pursuant to in a manner that would result in payments or benefits (or other compensation) not being fully deductible by reason the Company or an Affiliate for federal income tax purposes because 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 280G of the Internal Revenue Code of 1986, as amended (the “Code”) ), or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto). The determination of whether any such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether the Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either the Executive or the Company, by reason a firm of being independent accountants or a law firm selected by the Company and reasonably acceptable to the Executive. The Company and the Executive shall cooperate to submit for approval by the shareholders of the Company, AMH or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or provided to the Executive that may otherwise be considered “contingent on parachute payments,” as defined in Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a change “parachute payment,” as defined in ownership Section 280G of the Code, the Executive shall be entitled to designate the payments and/or benefits to be reduced or control” of FTD within modified so that the meaning Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or any successor provision thereto), or so that the Executive is not subject to any similar the excise 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) 4999 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”Code). 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 Company shall provide the Executive notice with all information reasonably requested by the Executive to that effect and a copy of permit 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 paragraphmake such designation. In the event that the Executive fails to make such designation within ten (10) business days of notification of after the reduction in payments date his employment with the Company or benefits is required pursuant to this paragraphan Affiliate terminates, FTD the Company 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 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 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 5 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 the 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 (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 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 appropriatethe following order: (i) the lump sum payment provided under Paragraph 1 of Annex A; (ii) the lump sum payment provided under Paragraph 2 of Annex A; (iii) the continuation of Welfare Benefits provided under Paragraph 3 of Annex A; and (iv) the accelerated vesting of equity-based awards described in Section 4.

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 to be made in connection with this Agreement, would together with any other payments or benefits 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, constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), the payments to be made in connection with this Agreement shall be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming subject to the excise tax imposed by Section under section 4999 of the Internal Revenue Code Code; provided, that such reduction shall be made only if the aggregate amount of 1986, as amended the payments after such reduction exceeds the difference between (A) the “Code”amount of such payments absent such reduction minus (B) (or any successor provision thereto), by reason the aggregate amount of being considered “contingent on a change in ownership or control” of FTD within the meaning of Section 280G excise tax imposed under section 4999 of the Code (or any successor provision thereto), or attributable to any similar tax imposed by state or local law, or such excess parachute payments arising in connection with such Change in Control. The determination as to whether any interest or penalties with respect to such taxes, then such decrease in the payments and benefits to be paid made in connection with this Agreement is necessary must be made in good faith by legal counsel or provided shall be reduced to an amount (but not below zero) that would result in the maximum possible net after tax receipts a certified public accountant selected by you and reasonably acceptable to the Executive from all Company, and such payments or distributions (determined by reference determination will be conclusive and binding upon you and the Company. In the event that a reduction is necessary, you will have the right to designate 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 particular payments or benefits may that are to be reduced by reason or eliminated so that no portion 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 made or provided to you in order connection with this Agreement will be excess parachute payments subject to give effect to this paragraphthe excise tax under Code section 4999. 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 the determinations under this clause (ii). For purposes of notification this Section 2, your employment with the Company will be deemed to have been terminated on the date on which the Company or you, as the case may be, receives Notice of Termination notwithstanding that your Date of Termination occurs following the expiration of the reduction two hundred ten (210) calendar-day-period referenced in payments or benefits is required pursuant to this paragraph, FTD may effect such reduction in any manner it deems appropriateclause (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 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. (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. 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 (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.

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 13.

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. (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 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 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 shall furnish to the Accounting Firm such information and documents as the Accounting Firm may effect reasonably require in order to 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 value, 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 reduction that Total Payments in any manner it deems appropriaterespect of such services may be considered to be “reasonable compensation” within the meaning of the regulations under Section 280G of the Code.

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 he 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 or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of all such taxesExhibit 10.1 the Company by the Company’s independent accountants, or any interest or penalties with respect to such taxes, determined by applying the highest marginal rate under Section 1 which determination shall take into account a reasonable compensation analysis of the Code (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 Sections 7, 8 and 9 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 of the Executive’s other rights of 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 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).