Form Of Employment Agreement //florafax - Mcmakin

EXHIBIT 10.4


FORM OF
EMPLOYMENT AGREEMENT


THIS AGREEMENT (this "Agreement") is made as of , 1998, between Gerald Stevens, Inc., a Delaware corporation (the "Company"), and ("Executive").


In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Employment. The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending on the Termination Date, as defined in paragraph 4 hereof (the "Employment Period").


2. Position and Duties.


(a) During the Employment Period, Executive shall serve as Vice
President of the Company and Vice President of of the Company's
Division and shall be responsible for .


(b) Executive shall report to the President of the Company's
Division (the "Division") and Executive shall devote his
reasonable best efforts and his full business time and attention (except
for permitted vacation periods, periods of illness or other incapacity) to
the business and affairs of the Division.


(c) For purposes of this Agreement, all references to "Company" shall
include any corporation of which the securities having a majority of the
voting power in electing directors are, at the time of determination, owned
by the Company, directly or through one of more subsidiaries.


3. Base Salary and Benefits.


(a) During the remainder of 1998 and 1999, Executive's base salary
shall be $ per annum (the "Base Salary"), which salary shall be payable
in regular installments in accordance with the Company's general payroll
practices (but at least monthly) and shall be subject to required
withholding. In January of 2000, the Division's President shall review the
Base Salary for increase. In addition, during the Employment Period,
Executive shall be entitled to participate in all of the Company's employee
benefit programs for which employees of the Division are generally
eligible, including annual grants of stock options (beginning in 1999)
under the Company's Nonqualified Stock Option Plan and other stock option
plans that the Company may adopt from time to time (all such plans, as they
may be adopted and amended from time to time being hereinafter referred to
collectively as the "Stock Option Plan"), at a level commensurate with
Executive's position in the Company.


(b) The Company shall reimburse Executive for all reasonable expenses
incurred by him in the course of performing his duties under this Agreement
which are consistent with the Division's policies in effect from time to
time for senior executives with respect to travel, entertainment and other
business expenses, subject to the Company's requirements for its executives
with respect to reporting and documentation of such expenses.


(c) Beginning with the Company's 1999 calendar year, in addition to
the Base Salary, Executive shall be eligible to receive a bonus (the
"Bonus") at the end of each calendar year during the Employment Period of
up to 20% of Executive's Base Salary (the "Target Bonus") based upon
Executive's performance and the Company's and/or the Division's financial
results versus targets established by the President or the Compensation
Committee of the Board for such year. The Bonus, if any, will be payable no
later than March 1 of the year immediately following the year in which the
Bonus was earned. The Bonus will be prorated for any partial year during
the Employment Period.


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4. Term and Termination.


(a) This Agreement shall terminate on the second anniversary of the
date hereof (the "Expiration Date") unless terminated earlier (i) by
Executive's resignation with or without Good Reason or Executive's death or
Disability or (ii) by the Company with or without Cause. The date on which
Executive's employment with the Company is terminated is referred to herein
as the "Termination Date."


(b) (i) If Executive's employment with the Company is terminated by
the Company without Cause or by Executive with Good Reason, (x) Executive
shall be entitled to receive his Base Salary and his Target Bonus through
the Expiration Date, payable in accordance with paragraph 3 above, (y) all
stock options granted to Executive under the Stock Option Plan which are
not vested at such time shall automatically, and without further action,
become vested as of the Termination Date and all such options (together
with all of Executive's then vested stock options), shall remain
exercisable until the later to occur of (I) the Expiration Date and (II)
the expiration of such stock options pursuant to the terms of the Stock
Option Plan and (z) Executive's obligations under paragraph 6(a) below
shall terminate and be of no further force or effect.


(ii) If Executive's employment with the Company is terminated for any
reason other than as described in item (i) above, Executive shall be
entitled to receive his Base Salary through the Termination Date.


(c) All of Executive's rights to fringe benefits shall cease upon the
Termination Date.


(d) For purposes of this Agreement, the following terms shall have the
meanings set forth below:


"Cause" shall mean (i) the conviction of Executive for a felony or
a crime involving moral turpitude or the plea of guilty or no lo
contendre by Executive to a charge of any such crime, (ii) Executive's
theft or embezzlement, of money or property of the Company, (iii)
Executive's ...