IOS BRANDS CORP
RESTRICTED SHARES AGREEMENT - ROBERT NORTON
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<TYPE>EX-10.17
<SEQUENCE>2
<FILENAME>k56451ex10-17.txt
<DESCRIPTION>RESTRICTED SHARES AGREEMENT - ROBERT NORTON
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                                                                   EXHIBIT 10.17

                       FLORISTS' TRANSWORLD DELIVERY, INC.

                           RESTRICTED SHARES AGREEMENT

       WHEREAS, Robert L. Norton (the "Grantee") is an employee of Florists'
Transworld Delivery, Inc., a Michigan corporation (the "Company"); and

       WHEREAS, the grant of the Restricted Shares (as defined below) has been
authorized by a resolution of the Board of Directors of the Company (the
"Board") that was duly adopted on June 12, 2000;

       NOW, THEREFORE, pursuant to this Agreement, the Company hereby awards to
the Grantee 350,000 shares of Class A Common Stock, par value $.01 par share
("Class A Common Stock"), of FTD.COM INC., a Delaware corporation and a
majority-owned subsidiary of the Company ("FTD.COM") (such 350,000 shares of
Class A Common Stock being hereinafter referred to as the "Restricted Shares"),
effective as of June 12, 2000 (the "Date of Grant"), and subject to the terms
and conditions of this Agreement. Such Restricted Shares are currently
beneficially owned by the Company as shares of Class B Common Stock, par value
$.01 per share ("Class B Common Stock"), of FTD.COM, which shares of Class B
Common Stock will automatically convert into shares of Class A Common Stock on a
one-for-one basis upon transfer to the Grantee by the Company.

       1.    AWARD OF SHARES. The Restricted Shares shall be transferred to the
Grantee by the Company, shall be fully paid and nonassessable and shall be
represented by a certificate or certificates issued in the name of the Grantee
and endorsed with an appropriate legend referring to the restrictions
hereinafter set forth.ficate or certificates issued in the name of the Grantee
and endorsed with an appropriate legend referring to the restrictions
hereinafter set forth.

       2.    RESTRICTIONS ON TRANSFER OF SHARES. The Restricted Shares may not
be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise
encumbered or disposed of by the Grantee, except to the Company or FTD.COM,
until they have become nonforfeitable as provided in Section 3. Any purported
encumbrance or disposition in violation of the provisions of this Section 2
shall be void ab initio, and the other party to any such purported transaction
shall not obtain any rights to or interest in the Restricted Shares. As and when
permitted by this Agreement, the Company may in its sole discretion waive the
restrictions on transferability with respect to all or a portion of the
Restricted Shares.

       3.    VESTING OF SHARES. (a) The Restricted Shares shall become
nonforfeitable if the Grantee remains in the continuous employment of the
Company or any of its subsidiaries through (i) June 12, 2001, with respect to
116,667 of the Restricted Shares, (ii) June 12, 2002, with respect to 116,667 of
the Restricted Shares, and (iii) June 12, 2003, with respect to 116,666 of the
Restricted Shares.

       (b)   Notwithstanding the provisions of Section 3(a), (i) 75% of any
forfeitable Restricted Shares shall become nonforfeitable upon a Change in
Control of FTD.COM (as




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defined in Section 3(c) below) if such Change in Control occurs prior to the
second anniversary of the Date of Grant and (ii) 100% of any forfeitable
Restricted Shares shall become nonforfeitable upon a Change in Control of
FTD.COM if such Change in Control occurs following the second anniversary of the
Date of Grant and prior to the third anniversary of the Date of Grant.

       (c)    For purposes of this Agreement, "Change in Control" means if at
any time any of the following events shall have occurred: FTD.COM is merged or
consolidated or reorganized into or with another corporation or other legal
person, and as a result of such merger, consolidation or reorganization less
than a majority of the combined voting power of the then-outstanding securities
of such corporation or person immediately after such transaction are held in the
aggregate by the holders of securities entitled to vote generally in the
election of FTD.COM's Directors immediately prior to such transaction; provided,
however, that the Board of Directors of FTD.COM may determine in its sole
discretion that such transaction does not constitute a "Change in Control" at
any time prior to the consummation of such transaction unless (i) holders of
securities entitled to vote generally in the election of FTD.COM's Directors
immediately prior to the consummation of such transaction receive consideration
for their securities that consists solely of cash in connection with such
transaction; (ii) after giving effect to the consummation of such transaction,
(A) Perry Acquisition Partners, L.P. and its affiliates, (B) Bain Capital, Inc.
and its affiliates and (C) Fleet Private Equity Co. Inc. and its affiliates in
the aggregate own less than 25% of the shares of common stock of FTD Corporation
owned by such entities as of the date hereof or, if a tax-free spin off has
occurred, less than 25% of the Class A Common Stock that would have been
received by such entities if the spin off had occurred on the date hereof; or
(iii) individuals who constitute the Directors of FTD.COM immediately prior to
the consummation of such transaction cease for any reason to constitute at least
one-third of the board of directors of the surviving or resulting entity.

       4.    FORFEITURE OF SHARES. Except as and to the extent the Restricted
Shares have become nonforfeitable pursuant to Section 3, the Restricted Shares
shall be forfeited by the Grantee, if the Grantee ceases to be employed by the
Company or any of its subsidiaries prior to the third anniversary of the Date of
Grant, and the certificate(s) representing Restricted Shares so forfeited shall
be canceled.

       5.    CERTAIN SALES UPON TERMINATION OF EMPLOYMENT. (a) If the Grantee's
employment with the Company is terminated (i) by the Company for any reason
other than for Cause (as defined in Section 5(c) below), (ii) by the Grantee for
any reason or (iii) by reason of the Grantee's death or Disability, the Company
shall have the right to repurchase Restricted Shares held by the Grantee that
have theretofore been released from the restrictions set forth in Section 2 of
this Agreement at the Fair Market Value (as defined in Section 5(d) below)
thereof as of the effective date of such termination. If the Grantee's
employment with the Company is terminated by the Company for Cause, (x) the
Company shall have the right to repurchase Restricted Shares held by the Grantee
that have theretofore been released from the restrictions set forth in Section 2
of this Agreement at (1) the Fair Market Value thereof as of the effective date
of such termination or (2) the Grantee's cost of obtaining such shares,
whichever is lower, and (y) any profit realized from the sale of any Restricted
Shares that have theretofore been released from the restrictions set forth in
Section 2 of this Agreement shall inure to and be recoverable by the Company.
"Disability" shall mean as a result of the Grantee's incapacity due to physical
or









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mental illness (as determined in good faith by a physician acceptable to the
Company), the Grantee shall have been absent from full-time performance of his
duties with the Company for 135 consecutive days during any 12-month period.

       (b)   Provided that the rights described in Section 5(a) above have not
previously been triggered by termination of the Grantee's employment with the
Company, such rights shall terminate upon a Change in Control. The rights
specified in Section 5(a), once triggered, may be exercised at any time during
the 90-day period following the effective date of termination of the Grantee's
employment.

       (c)   For purposes of this Agreement, "Cause" means any of the following
events that the Company or the Board has determined, in good faith, has
occurred: (i) the Grantee's continual or deliberate neglect of the performance
of his material duties; (ii) the Grantee's failure to devote substantially all
of his working time to the business of the Company and its subsidiaries or
affiliated companies; (iii) the Grantee's engaging willfully in misconduct in
connection with the performance of any of his duties, including, without
limitation, the misappropriation of funds or securing or attempting to secure
personally any profit in connection with any transaction entered into on behalf
of the Company or its subsidiaries or affiliated companies; (iv) the Grantee's
willful breach of any confidentiality or nondisclosure agreements with the
Company or the Grantee's violation, in any material respect, of any code or
standard of behavior generally applicable to employees or executive employees of
the Company; (v) the Grantee's active disloyalty to the Company, including,
without limitation, willfully aiding a competitor or improperly disclosing
confidential information; or (vi) the Grantee's engaging in conduct that may
reasonably result in material injury to the reputation of the Company, including
conviction or entry of a plea of nolo contendre for a felony or any crime
involving fraud under Federal, state or local laws, embezzlement, bankruptcy,
insolvency or general assignment for the benefit of creditors.

       (d)   "Fair Market Value" shall mean:

             (i)   if the shares of Class A Common Stock are listed for trading
       on any national stock exchange or admitted for trading on the Nasdaq
       National Market or other principal national automated quotation system,
       the Fair Market Value per share of Class A Common Stock shall be the
       average of (i) the closing sale price per share of Class A Common Stock
       on such national stock exchange or (ii) the final reported bid side price
       per share of Class A Common Stock on such principal automated quotation
       system, in each case for the ten most recent days on which trades
       occurred immediately preceding the effective date of the termination of
       Grantee's employment; or

             (ii) if the shares of Class A Common Stock are not listed for
       trading on any national stock exchange or admitted for trading on the
       Nasdaq National Market or other principal national automated quotation
       system, then the Fair Market Value per share of Class A Common Stock
       shall be determined in good faith by the Board, based upon, among other
       factors that the Board deems relevant, the financial performance and
       prospects of the Company in the light of market conditions generally.






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       6.    DIVIDEND, VOTING AND OTHER RIGHTS. (a) Except as otherwise provided
in this Agreement, from and after the Date of Grant, the Grantee shall have all
of the rights of a stockholder with respect to the Restricted Shares, including
the right to vote the Restricted Shares and receive any dividends that may be
paid thereon; provided, however, that any additional shares of Class A Common
Stock or other securities that the Grantee may become entitled to receive
pursuant to a stock dividend, stock split, recapitalization, combination of
shares, merger, consolidation, separation or reorganization or any other change
in the capital structure of FTD.COM shall be subject to the same risk of
forfeiture and restrictions on transfer as the forfeitable Restricted Shares in
respect of which they are issued or transferred and shall become Restricted
Shares for the purposes of this Agreement.

       (b)   Cash dividends on the Restricted Shares shall be sequestered by
FTD.COM from and after the Date of Grant until such time as any of such
Restricted Shares become nonforfeitable in accordance with Section 3, whereupon
such dividends shall be paid to the Grantee in cash to the extent such dividends
are attributable to Restricted Shares that have become nonforfeitable. To the
extent that Restricted Shares are forfeited pursuant to Section 4, all dividends
sequestered with respect to such Restricted Shares shall also be forfeited. No
interest shall be payable with respect to any such dividends.

       7.    RETENTION OF STOCK CERTIFICATE(S) BY THE COMPANY. The
certificate(s) representing the Restricted Shares shall be held in custody by
the Company or FTD.COM, together with a stock power endorsed in blank by the
Grantee with respect thereto, until such shares have become nonforfeitable in
accordance with Section 3.

       8.    COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, neither the Company nor
FTD.COM shall be obligated to issue or release from restrictions on transfer any
shares of Class A Common Stock pursuant to this Agreement if such issuance or
release would result in a violation of any such law.

       9.    WITHHOLDING TAXES. (a) If the Company or any of its subsidiaries
shall be required to withhold any federal, state, local or foreign tax in
connection with any issuance or vesting of shares of Class A Common Stock or
other securities pursuant to this Agreement, and the amounts available to the
Company or such subsidiary for such withholding are insufficient, the Grantee
shall pay the tax or make provisions that are satisfactory to the Company or
such subsidiary for the payment thereof. The Grantee may elect to satisfy all or
any part of any such withholding obligation by surrendering to the Company or
such subsidiary a portion of the Restricted Shares that become nonforfeitable
hereunder, and the shares of Class A Common Stock so surrendered by the Grantee
shall be credited against any such withholding obligation at the Market Value
per Share (as defined in Section 9(b) below) of such shares of Class A Common
Stock on the date of such surrender.

       (b)   For purposes of this Agreement, "Market Value per Share" means, as
of any particular date, (i) the closing sale price per share of Class A Common
Stock as reported on the principal exchange on which shares of Class A Common
Stock are then trading, if any, or, if applicable, the NASDAQ National Market or
other principal automated quotation system on which shares of Class A Common
Stock are quoted, on the Date of Grant, or if there are no sales





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on such day, on the next preceding trading day during which a sale occurred, or
(ii) if clause (i) does not apply, the Fair Market Value of the shares of Class
A Common Stock as determined by the Board of Directors of FTD.COM.

       10.   NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon the Grantee any right with respect to continuance of employment by
the Company or any of its subsidiaries or limit or affect in any manner the
right of the Company or any of its subsidiaries to terminate the employment or
adjust the compensation of the Grantee.

       11.   RELATION TO OTHER BENEFITS. Any economic or other benefit to the
Grantee under this Agreement shall not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company or
any of its subsidiaries and shall not affect the amount of any life insurance
coverage available to any beneficiary under any life insurance plan covering
employees of the Company or any of its subsidiaries.

       12.   SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.

       13.   SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, the successors, administrators,
heirs, legal representatives and assigns of the Grantee and the successors and
assigns of the Company.

       14.   NOTICES. Any notice to the Company provided for herein shall be in
writing to the attention of the Corporate Secretary at Florists' Transworld
Delivery, Inc., 3113 Woodcreek Drive, Downers Grove, Illinois 60515, and any
notice to the Grantee shall be addressed to the Grantee at his address currently
on file with the Company. Except as otherwise provided herein, any written
notice shall be deemed to be duly given if and when hand delivered, or five
business days after having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid, or three business days after
having been sent by a nationally recognized overnight courier service, addressed
as aforesaid. Any party may change the address to which notices are to be given
hereunder by written notice to the other party as herein specified, except that
notices of changes of address shall be effective only upon receipt.

       15.   GOVERNING LAW. The laws of the State of Illinois, without giving
effect to the principles of conflict of laws thereof, shall govern the
interpretation, performance and enforcement of this Agreement.

                            [signature page follows]




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       This Agreement is executed by the Company as of the 12 day of June 2000.

                              FLORISTS' TRANSWORLD DELIVERY, INC.



                              By:/s/Francis C. Piccirillo
                                 -----------------------------------------------
                                 Name: Francis C. Piccirillo
                                 Title: Vice President, Chief Financial Officer,
                                        Treasurer and Secretary

       The undersigned hereby acknowledges receipt of an executed original of
this Agreement and accepts the award of Restricted Shares granted hereunder on
the terms and conditions set forth herein.



Date:  June 12, 2000             /s/Robert L. Norton
                                 -----------------------------------------------
                                        Robert L. Norton




























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