Exhibit 10.19
TERMINATION
AGREEMENT
This Termination Agreement (this
“ Termination Agreement ”) is entered into as of
February 14, 2005 by and among FTD, Inc., a Delaware
corporation (the “ Company ”), FTD.COM Inc., a
Delaware corporation (“ FTDC ”), Florists’
Transworld Delivery, Inc., a Michigan corporation (“
FTDI ”), FTD International Corporation, a Delaware
corporation (“ FTDT ”), Value Network
Service, Inc., a Delaware corporation (“ VNS
”), FTD Holdings Incorporated, a Delaware corporation
(“ FTDH ”), Renaissance Greeting
Cards, Inc., a Maine corporation (“ RGC ”),
Flowers USA, Inc., a Connecticut corporation (“
USA ” and, together with the Company, FTDC, FTDI,
FTDT, VNS, FTDH and RGC, the “ FTD Entities ”),
and Leonard Green & Partners, L.P. (the “
Advisor ”). Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to such
terms in the Agreement (as defined below)
WHEREAS, the FTD Entities and the
Advisor are parties to that certain Management Services Agreement,
dated as of February 24, 2004 (the “ Agreement
”), pursuant to which the Advisor provides certain investment
banking, management, consulting and financial services to the FTD
Entities as provided for therein;
WHEREAS, FTD Group, Inc., a
Delaware corporation and the parent corporation of the Company,
will consummate a Public Offering Event on the date hereof;
and
WHEREAS, in connection with the
Public Offering Event, the Advisor and the FTD Entities desire to
terminate the Agreement, as provided herein, as of the date
hereof.
NOW, THEREFORE, in consideration of
the mutual promises and agreements stated below the parties hereto
agree as follows:
1.
Termination
. The
parties hereto agree and acknowledge that, effective as of the date
hereof and subject to the provisions of Section 3 hereof and
the receipt by the Advisor of the payment referred to in
Section 2 below, the Agreeme
