CIO Employment Agreement - Steven J. Nevill

EMPLOYMENT AGREEMENT


THIS AGREEMENT (this "Agreement") is made as of February 2, 1999, between Gerald Stevens, Inc., a Delaware corporation (the "Company"), and Steven J. Nevill ("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 Senior Vice President and Chief Information Officer and shall be responsible for all matters related to the development, implementation and execution of the Company's information systems.


(b) Executive shall initially report to the Company's President and Chief Executive Officer and 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 Company.


(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 Employment Period, Executive's base salary shall be $150,000 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 addition, during the Employment Period, Executive shall be entitled to participate in all of the Company's employee benefit programs for which senior executive employees of the Company are generally eligible, including annual grants of stock options 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.


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(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 Company'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) In addition to the Base Salary, Executive shall be eligible to receive a bonus (the "Bonus") at the end of each of the Company's fiscal years 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 financial results versus targets established by the Board or the Compensation Committee of the Board for such year. The Bonus, if any, will be payable no later than 60 days following the fiscal year in which the Bonus was earned. The Bonus will be prorated for any partial year during the Employment Period.


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.


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(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 perpetration of fraud, or Executive's participation in a fraud, on the Company or Executive's unauthorized appropriation of any tangible or intangible material assets or property ...