Exhibit 10.4
April 30,
2008
Mr. Michael J.
Soenen
55 East Erie
Unit #4902
Chicago, IL 60611
Dear
Michael:
This is to memorialize the agreement that has been reached
regarding your employment following the consummation of the
transactions contemplated by the Agreement and Plan of Merger dated
April 30, 2008 (the “Merger Agreement”), by and
among United Online, Inc. (“United Online”), UNOLA
Corp., an indirect wholly-owned subsidiary of United Online
(“Merger Sub”), and FTD Group, Inc. (individually
and together with its subsidiaries, “FTD”), whereby
Merger Sub will merge with and into FTD (the
“Merger”). This agreement is conditioned upon,
and shall be effective upon, the consummation of the Merger (the
“Effective Date”). In the event the Merger is not
consummated, this agreement shall be of no force or
effect.
1.
Position;
Term .
You currently serve as Chief Executive Officer and President of FTD
and Florists’ Transworld Delivery Inc. Following the
Merger, FTD will continue to employ you, and you hereby agree to be
employed, on a full-time basis, from and after the Effective Date
until December 31, 2008, or such earlier termination date as
may be designated by FTD or United Online upon ten
(10) days’ written notice to you or pay in lieu thereof
(the “Termination Date,” with the period from the
Effective Date until the Termination Date herein referred to as the
“Term”). During the Term, you will have such
duties and responsibilities consistent with your position or such
other duties and responsibilities as may be determined from time to
time by the Chief Executive Officer of United Online, and you
hereby agree to discharge such duties and responsibilities
faithfully and to the best of your ability.
2.
Salary and Benefits;
Bonus .
During the Term, you will be paid at your current annualized base
salary rate of $750,000.00, payable in regular installments in
accordance with FTD’s standard payroll practices. You
will continue to be eligible to participate in the employee benefit
plans that are made generally available to FTD’s senior
executives. In addition, you will receive a bonus equal to
100% of the base salary earned by you from FTD during the Term,
payable within ten (10) days following the Term, in lieu of
any MIP Bonus that may otherwise be payable to you under the
Management Incentive Plan.
3.
Consultancy
. FTD shall have the
option at the conclusion of the Term, upon at least 10 days’
prior written notice to you in accordance with Section 8
below, to continue to engage you as a consultant on a monthly basis
until March 15, 2009 at a consulting fee of up to $50,000.00
per month for up to twenty (20) hours per week of consulting
services, or at a prorated fee for such lesser number of hours per
week, if any, as may be agreed in advance by you and FTD (which
such consulting fee, if any, shall be paid to you in accordance
with FTD policies but in no event later than March 15,
2009). Such consulting fee will be prorated for any partial
month of consultation
