Classmates.com 2008 Annual Report Download - page 193

Exhibit 10.36
December 19, 2008
Robert Apatoff
[address]
Dear Rob,
Reference is made to the letter agreement (the “Agreement”) dated October 14, 2008, between you and FTD Group, Inc. (the “Company”), and
any defined terms used but not otherwise defined herein will have the meanings ascribed thereto in the Agreement. For the purpose of
complying with Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”), we hereby clarify the following terms
of the Agreement:
1.
Any shares of stock required to be issued upon the vesting of an award under the Agreement (whether pursuant to the normal
vesting schedule or on an accelerated basis) shall be issued, subject to the Company’s collection of all applicable withholding taxes, on the
vesting date or as soon thereafter as administratively practicable, but in no event later than the close of the calendar year in which such vesting
date occurs or (if later) the fifteenth day of the third calendar month following such vesting date.
2.
If you terminate your employment for any reason, or if the Company terminates your employment for any reason, on your
termination date, you will be paid your accrued but unpaid salary for services rendered through your termination date and your accrued but
unused vacation days as of such termination date.
3.
The Release required to be executed by you in order for you to receive the Separation Payment must be executed and
delivered to the Company within 21 days (or 45 days to the extent such longer period is required under applicable law) after the effective date of
your termination without cause. The Separation Payment will be paid in a series of 24 successive equal monthly installments, beginning on the
first regular payday for the Company’s salaried employees, within the 60-day period following the date of your “separation of service” (as
defined in the Treasury Regulations issued under Code Section 409A) due to such termination, on which the executed Release is effective and
enforceable following the expiration of any applicable revocation period under federal or state law, or as soon thereafter as administratively
practicable, but in no event later than the last day of such 60-day period on the Release is so effective and enforceable. Your right to each such
monthly installment of the Separation Payment will be deemed, for purposes of Code Section 409A, to be a right to a series of separate
payments.
4.
With respect to the reduction of any payments or benefits received or to be received that would be subject to the Excise Tax
under Section 4999 of the Code, the