FORM OF INTERCOMPANY INDEMNIFICATION AGREEMENT

Exhibit 10.4



INTERCOMPANY INDEMIFICATION AGREEMENT



This Intercompany Indemnification Agreement (this "Agreement") is being entered into as of the __ day of June, 1999 and is entered into by and among and Florists' Transworld Delivery, Inc., a Michigan corporation ("FTDI"), FTD Corporation, a Delaware corporation ("FTDC") and ftd.com inc., a Delaware corporation (the "Company").



THE PARTIES HEREBY AGREE AS FOLLOWS:



1. DEFINITIONS



1.1 "Dispute Period" means the period ending 30 days following receipt by an Indemnifying Party of a Claim Notice (as hereinafter defined).



1.2 "Indemnified Party" means any party seeking indemnity under this Agreement.



1.3 "Indemnifying Party" means the party from whom indemnification is sought under this Agreement.



1.4 "Loss" means any and all actual costs or expenses (including, without limitation, counsel's fees billed at standard hourly rates and expenses as and when incurred, in connection with any action, claim or proceeding relating thereto), judgments, amounts paid in settlement, fines, penalties, assessments and taxes. Notwithstanding the foregoing, Loss shall be reduced to reflect any insurance proceeds actually recovered by the Indemnified Party relating to such claim, provided that this reduction will not be applied if to do so would excuse any insurer from any obligation to cover any loss. If the Indemnified Party receives insurance proceeds after it receives indemnity hereunder, then the Indemnified Party, within 10 days of receipt of such proceeds, will pay to the Indemnifying Party the amount by which the Indemnifying Party's payment would have been reduced if the insurance proceeds had been received before the indemnity payments.



1.5 "Person" means any natural person, legal entity or other organized group of persons or entities.



1.6 "Subsidiary" with respect to any Person means any corporation, partnership or other entity for which more than 50% of the voting securities are directly or indirectly owned by such Person, except that the Company and its Subsidiaries shall not be deemed to be Subsidiaries of FTDC or FTDI, as the case may be.



1.7 "Third Party Claim" means all claims, suits, actions, proceedings, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses as and when incurred asserted by a Person other than the Company, FTDC or FTDI or any of their respective affiliates in respect of which an Indemnified Party might seek indemnity.

2. INDEMNIFICATION



2.1 Indemnification by the Company, FTDC and FTDI.



(a) The Company agrees to indemnify and hold FTDC and FTDI and their respective officers, directors, employees, subsidiaries, affiliates and agents harmless against and in respect of any and all Losses and Third Party Claims arising out of or based upon (i) the negligence or willful misconduct of the Company or any of its Subsidiaries, (ii) any breach by the Company of any agreement between the parties hereto that is described in or filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 333-78857) as the same may be amended (the "Form S-1"), (iii) all liabilities of the parties and their respective Subsidiaries (whenever arising, whether prior to, at or following the Effective Date, as hereinafter defined) arising out of or in connection with or otherwise relating to the management or conduct before or after the Effective Date of the business of the Company after May 19, 1999 and (iv) the failure by the Company or any of its Subsidiaries to pay, perform or otherwise promptly discharge any of its or its Subsidiaries' liabilities (whenever arising whether prior to, at or following the Effective Date).



(b) FTDC agrees to indemnify and hold the Company and each of its officers, directors, employees, subsidiaries, affiliates and agents harmless against and in respect of any and all Losses and Third Party Claims arising out of or based upon (A) the negligence or willful misconduct of FTDC or any of its Subsidiaries (other than the Company), (B) any breach by FTDC of any agreement between the parties hereto that is described in or filed as an exhibit to the Form S-1, (C) all liabilities of the parties and their respective Subsidiaries (whenever arising, whether prior to, at or following the Effective Date) arising out of or in connection with or otherwise relating to the management or conduct before or after the Effective Date of the business of FTDC, other than the business of the Company after May 19, 1999 and (D) the failure by FTDC or any of its Subsidiaries (other than the Company) to pay, perform or otherwise promptly discharge any of its or its Subsidiaries' (other than the Company) liabilities (whenever arising whether prior to, at or following the Effective Date).



(c) FTDI agrees to indemnify and hold the Company and each of its officers, directors, employees, subsidiaries, affiliates and agents harmless against and in respect of any and all Losses and Third Party Claims arising out of or based upon (A) the negligence or willful misconduct of FTDI or any of its Subsidiaries (other than the Company), (B) any breach by FTDI of any agreement between the parties hereto that is described in or filed as an exhibit to the Form S-1, (C) all liabilities of the parties and their respective Subsidiaries (whenever arising, whether prior to, at or following the Effective Date) arising out of or in connection with or otherwise relating to the management or conduct before or after the Effective Date of the business of FTDI, other than the business of the Company after May 19, 1999 and (D) the failure by FTDI or any of its Subsidiaries (other than the Company) to pay, perform or otherwise promptly discharge any of its or its Subsidiaries' (other than the Company) liabilities (whenever arising whether prior to, at or following the Effective Date).



(d) FTDC agrees to indemnify and hold FTDI and the Company and each of their respective officers, directors, employees, subsidiaries, affiliates and agents harmless against and in respect of any and all Losses incurred by any of them by reason of, or arising out of (i) any liability for income and franchise taxes arising out of the inclusion of FTDI, the Company





and any of their respective Subsidiaries in any consolidated federal income tax return, or any consolidated, combined or unitary state or local tax return, of FTDC, except for any such liability as is directly attributable to the operations of FTDI, the Company and any of their respective Subsidiaries, as the case may be, and (ii) any liability or obligations of any entity, whether or not incorporated, which is or was part of a controlled group or under common control with FTDI or the Company or otherwise treated as a "single employer" with FTDI or the Company within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code") or under Section 4001 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (other than FTDI, the Company or any of their respective Subsidiaries), with respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA) established, maintained, sponsored or contributed to by such entity, including, but not limited to (A) liabilities for complete and partial withdrawals under any "multiemployer plan" (as defined in Section 3(37) of ERISA) pursuant to Section 4203 or 4205 of ERISA, respectively, (B) liabilities to the Pension Benefit Guaranty corporation (including without limitation, liabilities for premiums and terminations), (C) liabilities under Section 4980B of the code or Part 6 of Subtitle B of Title I of ERISA, and (D) liabilities arising under Section 412 of the Code or Section 302(a)(2) of ERISA.



(e) FTDI agrees to indemnify and hold the Company and its officers, directors, employees, subsidiaries, affiliates and agents harmless against and in respect of any and all Losses incurred by any of them by reason of, or arising out of (a) any liability for income and franchise taxes arising out of the inclusion of the Company and any Subsidiaries in any consolidated federal income tax return, or any consolidated, combined or unitary state or local tax return, of FTDI, except for any such liability as is directly attributable to the operations of the Company and any Subsidiaries, and (b) any liability or obligations of any entity, whether or not incorporated, which is or was part of a controlled group or under common control with the Company or otherwise treated as a "single employer" with the Company within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code") or under Section 4001 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (other than the Company or any Subsidiary), with respect to any "employee benefit plan" (as defined in Section 3(3) of ERISA) established, maintained, sponsored or contributed to by such entity, including, but not limited to (i) liabilities for complete and partial withdrawals under any "multiemployer plan" (as defined in Section 3(37) of ERISA) pursuant to Section 4203 or 4205 of ERISA, respectively; (ii) liabilities to the Pension Benefit Guaranty corporation (including without limitation, liabilities for premiums and terminations); (iii) liabilities under Section 4980B of the code or Part 6 of Subtitle B of Title I of ERISA; and (iv) liabilities arising under Section 412 of the Code or Section 302(a)(2) of ERISA.



2.2 Limitations. Notwithstandi ...