EXHIBIT 10.22
TRANSITION EMPLOYMENT AGREEMENT
THIS TRANSITION EMPLOYMENT AGREEMENT (this "AGREEMENT") is
entered into on December 1st, 2003 (the "EFFECTIVE DATE") by and between
ValueVision Media, Inc., a Minnesota corporation with its principal place of
business in Eden Prairie, Minnesota (the "COMPANY"), and Xxxx XxXxxxxxx, a
resident of Minnesota ("EMPLOYEE").
RECITALS
A. Employee is the Company's former President and Chief
Executive Officer and a former director of the Company, having resigned from
those positions pursuant to that certain Separation Agreement dated November 25,
2003 (the "SEPARATION AGREEMENT").
B. The Company desires to retain the services of Employee with
respect to certain transition, strategy, business development and special
project matters of the Company, and Employee desires to accept such continued
employment, subject to the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and
the respective agreements of the Company and Employee set forth below, the
Company and Employee, intending to be legally bound, agree as follows:
1. TERM. The term of Employee's employment under this Agreement shall
commence on the Effective Date and shall continue until the second anniversary
following the Effective Date (the "TERM"), unless earlier terminated in
accordance with Section 2.
2. TERMINATION.
(a) EARLY TERMINATION. This Agreement and Employee's
employment hereunder may be terminated as follows: (i) by the Company without
notice to Employee upon Employee's failure to execute the "XXXXXXXXX RELEASE"
(as such term is defined in the Separation Agreement) or upon Employee
rescinding or attempting to rescind the XxXxxxxxx Release, (ii) by the Company
for Cause (as defined in Section 2(b) below); (iii) by Employee for any reason
upon 30 days prior written notice to the Company; or (iv) upon the death of
Employee. In the event this Agreement is terminated prior to expiration of the
Term pursuant to this Section 2, the Company shall be obligated to pay Employee
only for the compensation set forth in Section 4 that has accrued prior to such
termination date and any amounts due and owing to Employee under the Separation
Agreement.
(b) CAUSE. "CAUSE" shall mean: (i) a material improper act or
act of fraud which results in or is intended to result in Employee's personal
enrichment at the direct expense of the Company, including without limitation,
theft or embezzlement from the Company; (ii) material violation by Employee of
any material policy, regulation or practice of the Company;
(iii) conviction of a felony; (iv) material breach by Employee of the terms of
this Agreement or the Separation Agreement; (v) failure of Employee to sign the
XxXxxxxxx Release; or (vi) the rescission or attempted rescission by Employee of
the XxXxxxxxx Release.
3. EMPLOYMENT.
(a) POSITION AND DUTIES. Employee shall be employed during the
Term as a Special Advisor to the Board, reporting to the Company's Board of
Directors (the "BOARD") and having responsibility for such transition, strategy
business development, and special project matters as determined by the Board.
(b) AVAILABILITY. Employee shall be available to devote up to
5 days per month to perform his duties for the Company hereunder. Employee shall
render such services to the Company upon reasonable notice and at such time or
times as may be mutually convenient to the Company and Employee. Such services
will be performed in Minnesota primarily at the offices of the Company in Eden
Prairie, Minnesota. Employee shall devote his best efforts to the performance of
services to the Company hereunder, but he may engage in other employment or
business activities during the Term so long as such employment and business
activities do not unreasonably interfere with Employee's duties and obligations
hereunder.
4. COMPENSATION.
(a) SALARY. While Employee is employed by the Company
hereunder, the Company shall pay Employee a salary at the rate of $16,667 per
month, less normal payroll deductions.
(b) EMPLOYEE BENEFITS. While Employee is employed by the
Company hereunder, Employee shall be entitled to participate in all employee
benefit plans and programs of the Company to the extent that Employee meets the
eligibility requirements for each individual plan or program. The Company
provides no assurance as to the adoption or continuance of any particular
employee benefit plan or program, and Employee's participation in any such plan
or program shall be subject to the provisions, rules and regulations applicable
thereto. Notwithstanding the foregoing, Employee shall be entitled to certain
employee benefits in accordance with the provisions of Section 5(c) of the
Separation Agreement subject to satisfaction of the conditions precedent in
Section 6 of the Separation Agreement.
(c) EXPENSES. While Employee is employed by the Company
hereunder, the Company shall reimburse Employee for all reasonable and necessary
out-of-pocket business, travel and entertainment expenses incurred by Employee
in the performance of the duties and responsibilities hereunder, subject to the
Company's normal policies and procedures for expense verification and
documentation.
5. RETURN OF RECORDS AND PROPERTY. Upon termination of Employee's
employment or at any time upon the Company's request, Employee shall promptly
deliver to the Company any and all records and property of the Company or any
entity related to the Company, which is
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in his possession or under his control, including without limitation manuals,
books, blank forms, documents, letters, memoranda, notes, notebooks, reports,
printouts, computer disks, computer tapes, video tapes, audio tapes, data,
tables or calculations and all copies thereof, documents that in whole or in
part contain any trade secrets or confidential, proprietary or other secret
information of the Company or any entity related to the Company and all copies
thereof, and keys, access cards, access codes, passwords, credit cards, personal
computers, telephones and other electronic equipment belonging to the Company or
any entity related to the Company.
6. MISCELLANEOUS.
(a) GOVERNING LAW. All matters relating to the interpretation,
construction, application, validity and enforcement of this Agreement shall be
governed by the laws of the State of Minnesota without giving effect to any
choice or conflict of law provision or rule, whether of the State of Minnesota
or any other jurisdiction, that would cause the application of laws of any
jurisdiction other than the State of Minnesota.
(b) JURISDICTION AND VENUE. Employee and the Company consent
to jurisdiction of the courts of the State of Minnesota and/or the federal
district courts, District of Minnesota, for the purpose of resolving all issues
of law, equity, or fact arising out of or in connection with this Agreement. Any
action involving claims of a breach of this Agreement shall be brought in such
courts. Each party consents to personal jurisdiction over such party in the
state and/or federal courts of Minnesota and hereby waives any defense of lack
of personal jurisdiction. Venue, for the purpose of all such suits, shall be in
Hennepin County, State of Minnesota.
(c) ENTIRE AGREEMENT. This Agreement contains the entire
agreement of the parties relating to Employee's employment with the Company as
Special Advisor to the Board and supersedes all prior agreements and
understandings with respect to such subject matter.
(d) NO VIOLATION OF OTHER AGREEMENTS. Employee hereby
represents and agrees that neither (i) Employee's entering into this Agreement
nor (ii) Employee's carrying out the provisions of this Agreement, will violate
any other agreement (oral, written or other) to which Employee is a party or by
which Employee is bound.
(e) AMENDMENTS. No amendment or modification of this Agreement
shall be deemed effective unless made in writing and signed by the parties
hereto.
(f) NO WAIVER. No term or condition of this Agreement shall be
deemed to have been waived, except by a statement in writing signed by the party
against whom enforcement of the waiver is sought. Any written waiver shall not
be deemed a continuing waiver unless specifically stated, shall operate only as
to the specific term or condition waived and shall not constitute a waiver of
such term or condition for the future or as to any act other than that
specifically waived.
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(g) ASSIGNMENT. This Agreement shall not be assignable, in
whole or in part, by either party without the prior written consent of the other
party.
(h) COUNTERPARTS. This Agreement may be executed in any number
of counterparts, and such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
(i) CAPTIONS AND HEADINGS. The captions and paragraph headings
used in this Agreement are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement or any of the
provisions hereof.
IN WITNESS WHEREOF, Employee and the Company have executed this
Agreement as of the date set forth in the first paragraph.
/s/ Xxxx XxXxxxxxx
-----------------------------
Xxxx XxXxxxxxx
VALUEVISION MEDIA, INC.
By /s/ Xxxxxx Xxxxx
--------------------------
Name: Xxxxxx X. Xxxxx
Its: SVP & General Counsel
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