Exhibit 10.14
February 20, 2007
Stephen Bozzo
25 Robert Crescent
Stony Brook, NY 11790
Dear Stephen:
It is my pleasure to extend an offer of employment to you for the position of
Chief Information Officer reporting to the President of the Company (the
"Supervisor"). We trust you will make a significant contribution to
1-800-Flowers.com, Inc. (the "Company") and its ongoing success.
Our offer is as follows:
Title: Chief Information Officer
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Duties: You will perform faithfully and diligently the duties customarily
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and such other duties as from time to time may be prescribed by your
supervisor. You shall devote your full business time and efforts to
the rendition of services and performance of all duties contemplated
hereunder. You shall at all times be in compliance with, and ensure
that the Company is in compliance with, any and all laws, rules and
regulations applicable to the Company or its business. Your employment
is subject to the terms and conditions contained in the then-current
Employee Handbook of the Company.
Salary: $ 11,538.46 biweekly ($300,000.00 annualized)
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Bonus: You will be eligible to participate in our Company's Sharing Success
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50% of your base compensation. The plan is performance based and
requires satisfactory attainment of both corporate financial
performance and your individual performance measures, which goals and
measures shall be set by your Supervisor. Our plan year coincides with
our fiscal year. Fiscal year 2007 began July 3, 2006 and ends on July
1, 2007. To be eligible for a prorated bonus your first day of
employment with the Company must be no later than April lst of the
then current year.
As your first date of employment will be April 30, 2007, your first
year of eligibility for participating in our Company's Sharing Success
Program will be fiscal year 2008. For the first full year of your
employment (FY'08), which begins July 2, 2007 and ends on June 29,
2008 you will be guaranteed a minimum bonus of $50,000 under the
Sharing Success Program.
Of course, to be eligible for any bonus compensation you must be
employed by the Company at the time the compensation is actually paid.
Long Term Incentive Plan: You will be eligible to participate in
1800flowers.com Long Term Incentive Program ("LTIP"). The LTIP
currently consists of awards of Restricted Stock ("performance
shares") which are earned based on the Company's actual three (3) year
financial performance results vs. pre-established financial goals.
Your first year of eligibility to participate in the LTIP is FY'08 and
you are eligible for a long-term incentive opportunity of up to 90% of
your base salary. All shares once earned are fully vested. The actual
LTIP is subject to the approval of the Compensation Committee of the
Board of Directors on a yearly basis.
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Benefits: You will be eligible to participate in all Company benefit programs
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medical, dental, life insurance, and short term and long term
disability beginning on the first day of employment. You will be
eligible to participate in the Company 401k plan after one (1) month
of service. You will be eligible to accrue three (3) weeks vacation.
Sign on Bonus:
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Stock Options: You are eligible to participate in the Company's 2003
Long Term Incentive and Share Award Plan (the "Plan"). Your initial
option award will be an option to purchase 75,000 (seventy five
thousand) shares of the Company's Class "A" Common Stock, subject to
the terms of the Plan and the Stock Option Agreement. Assuming your
continued employment with the Company, these stock options will vest
commencing with 40% on the second anniversary of the first day of your
employment with the Company, then 20% for each subsequent year you
remain employed by the Company up to the fifth anniversary of the
first day of your employment with the Company, when they will be 100%
vested. The grant date shall be the third business day following the
date the Company's first releases to the financial community its
quarterly financial results, which release date follows your first
date of employment with the Company (the "grant date"). The exercise
price of your initial award shall be the closing price of the
Company's Class "A" Common Stock on the grant date. All stock option
awards are at the discretion of the Compensation Committee.
Cash: You are eligible to obtain a one-time bonus of $50,000 to be
paid $25,000 in June, 2007 and $25,000 in September, 2007. In the
event you voluntarily resign your employment with the Company, or are
terminated for Cause as defined in this letter, during the first 24
months of your tenure, you are obligated to reimburse the Company the
$50,000, amortized monthly, on or before your last day of employment.
For example, if you resigned in your eighteenth (18th) month of
employment then you will be obligated to reimburse the Company
$12,500.
Gold Rush Days: While considering employment with the Company, it is important
to be aware of our Company culture regarding our Gold Rush Days that surround
our busiest holidays. The holidays that are subject to Gold Rush Days are:
Christmas, Valentine's Day and Mother's Day. Our Gold Rush Days are a period of
time whereby you will be required to work additional daily hours, which can also
include being scheduled to work on a holiday and/or on a day that you are
normally off.
At-Will Employment: We are committed to maintaining a competitive position in
the employment marketplace. However, it is agreed that neither this offer of
employment, its acceptance, nor the maintenance of personnel policies,
procedures and benefits creates a contract of employment or a guarantee of any
length of employment or specific benefits. Your employment with the Company is
"at-will", meaning that you retain the option, as does the Company, to end your
employment at any time, for any reason or for no reason.
If, however, you are terminated during your employment for death, disability
(unable to perform your duties on a full time basis for two or more consecutive
months or an aggregate of four months in any six month period), resignation, or
Cause, then you will be entitled to base salary through the date of termination
and any other amounts earned, accrued, due and owing, but not yet paid as of the
date of your death or termination of employment.
In the event that you are terminated without Cause (other than resignation,
death, or disability), within your first twelve (12) months of employment, then
you shall be entitled to, subject to execution of the Company's then current
Separation Agreement and General Release,:
(a) an amount equal to your base salary through the date of termination,
(b) any amounts, earned, accrued, due and owing, but not yet paid as of
the date of termination,
(c) a severance package equal to:
(i) your then base compensation for a period of 6 months
following termination of your employment with the Company or
until you find new employment, whichever event first occurs. This
compensation shall be paid out on a bi-weekly basis. You agree to
actively seek new employment in the event of termination from the
Company; and
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(ii) the ability to exercise any options for the allowable period
of time set forth in the Plan that fully vested prior to your
termination of employment, except that in no event can the vested
options be exercised past the life of the option grant (for
example, the options granted under this letter have a life of 10
years from date of the grant and that date cannot be extended).
You have the ability to sell any restricted shares that were
vested prior to your termination of employment provided any
additional restriction period has expired; and
(d) such other benefits, if any, as are payable to, or for your benefit,
as of the date of your termination in accordance with the applicable
plans and programs of the Company.
For the purposes of the letter, "Cause" is defined as: (a) you fail to
substantially perform the duties and responsibilities of your position as Chief
Information Officer or to comply in all respects with the material policies or
directives of the Company, which failure continues unremedied for a period of
fourteen (14) days after your receipt of written notice from the Company,
specifying the nature of the failure; (b) you engage in any conduct which is
unethical, illegal, involves misappropriation of trade secrets, fraud,
embezzlement, dishonesty, disloyalty, breach of a fiduciary duty or which
otherwise brings notoriety to the Company or which has an adverse affect on the
name or public image or reputation of the Company; (c) you engage in conduct
that is in bad faith and/or injurious to the Company as determined in good faith
by the Company; (d) you willfully fail to implement or follow a reasonable and
lawful policy or directive of the Company ; (e) you (i) are declared of unsound
mind by an order of court, (ii) are convicted of or plead guilty or nolo
contendere to a crime, or (iii) fraudulently or intentionally commit an act
which is detrimental to the Company; or (f) you breach of any material
provisions of this letter or any other agreement you may have with the Company,
including, without limitation, any agreement referred to herein.
Your employment and the terms of this letter and all the rights and obligations
of the parties hereto shall be governed by the laws of the State of New York.
Any suit, action, or proceeding relating to this letter or your employment with
the Company, including the termination of same, shall be exclusively brought,
and you hereby irrevocably submit to the exclusive jurisdiction of, the Supreme
Court of the State of New York, County of Nassau and the United District Court,
in and for the Eastern District of New York. ANY SUCH DISPUTE BROUGHT IN SUCH
COURTS SHALL BE RESOLVED BY A JUDGE SITTING WITHOUT A JURY TO ENSURE RAPID
ADJUDICATION OF ANY SUCH DISPUTE. THE PARTIES HERETO EXPRESSLY WAIVE THEIR RIGHT
TO A JURY TRIAL.
Prior Agreements: You hereby represent to the Company that you have no
agreements or understandings, whether in writing or oral, which would, in any
way, be violated by, or prevent you from taking, employment with the Company and
performing the services contemplated hereunder, including without limitation any
Confidentiality Agreement, Non-Compete Agreement, Non-Solicitation Agreement, or
other similar agreement.
Miscellaneous: In order to be in compliance with the Immigration and Reform
Control Act of 1986, we require that you provide proof of employment eligibility
and identity on your first day. Please bring with you one document from List A
or one document from List B and one from List C, as listed on the attached Lists
of Acceptable Documents Form. As a condition of your employment, you will also
be required to sign and return to the Company prior to your first date of
employment (i) our "Confidentiality and Non-compete Agreement" and "Insider
Trading Notification" as requested by the Company.
Stephen, we are very excited about having someone with your background and
experience joining our team. Please report to Human Resources on the 5th floor
at 9:00AM on your first day of employment with the Company. The anticipated
start date for this position is April 30, 2007.
Please acknowledge your agreement to these terms of employment by signing below
and returning the original to us along with the signed "Confidentiality and
Non-Compete Agreement" and "Insider Trading Notification" within ten (10) days
from the date of this letter. This offer, if not so accepted within this period
will expire ten (10) days from the date of the letter. This offer is contingent
upon the following: 1) a favorable review of two (2) professional references
from your prior employers and 2) pre-hire screening, which will require that you
execute documents required by the Company for a background investigation.
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If you have questions or need additional information, feel free to contact me at
(516) 237-7843.
Sincerely,
/s/ Maureen Paradine
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Maureen Paradine
Vice President, Human Resources
Enclosures
Accepted: Confirmed Start Date:
/s/ Stephen Bozzo 4/30/2007
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Stephen Bozzo