July 20, 2009
Mr. Timothy J. Hopkins
2 Evans Lane Old Field
New York 11733
Dear Tim:
This letter will serve to supplement
our recent conversations and to set
forth our understanding on the payment of a cash bonus in the event
of a sale of
The Plow & Hearth, Inc., The Plow & Hearth I,
LLC, and The Children's Group,
Inc., (collectively "Madison Brands") and furthermore to amend the
terms of your
Offer Letter dated February 9, 2005 (the "Offer Letter") as
provided for herein.
1. In the event that
1-800-Flowers.Com., Inc., (the "Company") sells the
stock of the
corporate entities comprising Madison Brands, or
sells
all or
substantially all of the assets of Madison Brands to a
third
party, then
one or more of the following scenarios will occur:
a) If Madison Brands is sold and you are
offered a position with
Madison Brands by the new ownership, and you accept
same, then
you will be entitled to receive from us a
one-time cash bonus
payment of $100,000, however, the one year severance provided
for
in your Offer Letter will be deemed amended so that
"severance"
will be paid by the Company only if you are
terminated by your
new employer during the first year of such
new employment on
grounds that would qualify you for
severance pursuant to the
terms
of the Offer Letter. Such severance provided for under
the
Offer Letter will be prorated based upon the time
remaining on
the first year of your new employment
following the date of
termination from same, less any amount
received in the way of
severance from the new ownership. For example, if you were to
be
so terminated by your new employer after six (6) months then
you
would be entitled to receive from us six (6)
months severance
equal to six (6) months base salary
calculated on your base
salary at the time of such
termination, less any severance
received from new ownership. All the other
terms related to
severance under the Offer Letter shall apply to the
"severance'
payment discussed in this section 1(a);
b) If Madison Brands is sold and you are offered a
position with the
Company or one of its subsidiaries, and you accept same, then
you
will be entitled to receive a one-time cash
bonus payment of
$100,000, and the terms of the Offer
Letter as to severance
remain the same, however, (i) your
title provided for in the
Offer letter shall be amended to reflect the new
position with
the Company or its subsidiary, as the case may be
and (ii) you
waive any claim that you were constructively terminated
because
of any events occurring prior to the start of your new
position
with the Company or one of its subsidiaries, as the case may
be;
&nbs
