VALUEVISION MEDIA, INC.
EX-10.1 2 exhibit1.htm EX-10.1 EX-10.1
Exhibit 10.1
8/25/08 (revised)
VALUEVISION MEDIA, INC.
August 25, 2008
To: John D. Buck
Dear John:
We are pleased to offer you the position of Chief Executive Officer of ValueVision Media, Inc. (the “Company”). We look forward to your leadership of the Company. The following are the terms and conditions of your offer:
Position Title | Chief Executive Officer (CEO) | |
No Fixed Term | There will be no fixed term of your employment as CEO. | |
Board Membership | The Board agrees that you will continue as a Director of the Company and will continue to be included in the slate of Directors each year nominated by the Board for election at each annual shareholders meeting, while you remain as CEO of the Company. You will continue to serve as Chairman of the Board at the request of the Board, subject to the Board’s authority to change such appointment at its discretion in the future. | |
Reports To | Board of Directors — ValueVision Media, Inc. | |
Annualized Base Salary | Initially at an annualized rate of $300,000. Your base salary will be annually reviewed by the Board of Directors. | |
Bonus for Special Board Service | $250,000, payable in cash upon first day of employment | |
Annual Bonus Opportunity | Your incentive opportunity at the target performance level(s) will be 75% of your base salary. The annual incentive plan financial goal(s) are established annually and approved by the Compensation Committee of the Board of Directors (the “Committee”). Your actual incentive payment for fiscal 2008 will be pro-rated based on your hire date, tied to 2008 performance goals to be set by the Committee. | |
Stock Options | Subject to the terms and conditions applicable to options granted under the Company’s 2001 Omnibus Stock Plan (the “2001 Plan”) and the 2004 Omnibus Stock Plan (the “2004 Plan”) and applicable stock option agreements, you will be granted non-qualified options as follows: | |
Number and exercise prices | The stock options cover 1,000,000 shares of the Company’s common stock under the 2001 Plan and the 2004 Plan at the following exercise prices: (1) 500,000 shares at $2.36 per share, (2) 250,000 shares at $6.00 per share and (3) 250,000 shares at $7.00 per share. | |
Vesting schedule | 50% of the shares vest on the first anniversary of this letter agreement, or, if earlier, upon Keith R. Stewart’s appointment as Chief Executive Officer of the Company; the remaining 50% vest over the next 2 years on a monthly basis, with the vesting split proportionally among the shares at each exercise price. Upon termination without Cause (as defined below) or termination for Good Reason (as defined in the option agreements) on or before the first anniversary of the date of this letter agreement, the first 50% of the shares accelerate and vest. Upon any termination of employment following the first anniversary of the date of this letter agreement, the vesting of the options will not accelerate, and any unvested options will terminate. Upon the occurrence of an Event (as defined in the 2001 Plan and the 2004 Plan to include events relating to changes in control of the Company), all options will accelerate and vest. | |
Exercisability | In the event of any termination of employment (other than a termination by the company for Cause (as defined below)), the options may be exercised, to the extent they were previously vested on that date or accelerated as a result of such termination, for a period of one year (not to exceed the original term of the option). Options will include a forfeiture provision in the event of violation of restrictive covenants contained in this letter agreement. | |
Definition of Cause | For purposes of the stock option agreements, “Cause” shall mean: | |
| (i) a material act or act of fraud which results in or is intended to result in your personal enrichment at the expense of Company, including without limitation, theft or embezzlement from Company; (ii) public conduct by you substantially detrimental to the reputation of Company, (iii) material violation by you of any Company policy, regulation or practice; (iv) your willful or grossly negligent failure to adequately perform the duties of your position to the material detriment of the Company; (v) commission of criminal misconduct constituting a felony; (vi) habitual intoxication, drug use or chemical substance use by any intoxicating or chemical substance; (vii) a material breach by you of any of the terms and conditions of this letter agreement, which breach remains uncured ten (10) days after receipt by you of written notice of such breach; or (viii) you continue to materially fail to perform your duties hereunder, or engage in excessive absenteeism unrelated to illness or permitted vacation, ten (10) days after a written demand for performance is delivered to you by the Board or its representative, which written demand specifically identifies the manner in which the Board believes that you have not performed your duties. | ||
Insurance & Benefits | You will be eligible for the Company’s standard benefit package. Eligibility and benefits are governed by the terms of each respective plan, which the Company may change or terminate at any time. | |
No Severance Eligibility | Upon the termination of your employment for any reason, you will not be entitled to any severance pay, notwithstanding the terms of any severance program in effect at that time for officers or employees of the Company. | |
Waiver of Director Compensation | In consideration of the compensation provided to you under this letter agreement, you will waive the compensation you would otherwise have received for service as a Director and Chairman while you are serving as the CEO. | |
Non-Competition | While you are working for the Company and, if you voluntarily resign, then also for the Non-competition Period (defined below) following your departure, you will not: (i) directly or indirectly own, manage, control, participate in, be a director, officer or employee of, lend your name to, act as consultant or advisor to, render services to, or receive compensation from, any other person or entity engaged or seeking to engage in the television home shopping business (including a television home shopping channel internet site) anywhere within the United States; (ii) induce or attempt to induce any employee of the Company to leave his or her employment with the Company, or in any other way interfere with the relationship between the Company and any other employee of the Company; or (iii) induce or attempt to induce any customer, vendor, franchisee, licensee, or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between such party and the Company. For purposes of this letter agreement, “Non-competition Period” shall mean the period commencing as of the date of this letter agreement and ending on the last day of the twelfth (12th) month following the last day of the month in which your employment with the Company ends. | |
General | Except for the stock option agreements referred to above, this letter agreement contains the entire agreement of the parties relating to your employment arrangements with the Company and supersedes any and all prior agreements and understandings with respect to such subject matter. All matters relating to the interpretation, application, validity and enforcement of this letter agreement will be governed by the laws of the State of Minnesota, without regard to that state’s conflict of laws provisions. |
If you agree to the terms of this letter agreement, please indicate your agreement by signing below.
Sincerely,
VALUEVISION MEDIA, INC.
By
Its
Agreed and accepted this
25th day of August, 2008:
John D. Buck
