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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT ("Amendment") to the EMPLOYMENT AGREEMENT by and between
VALUEVISION INTERNATIONAL, INC., a Minnesota corporation (hereinafter referred
to as "Employer") and XXXXXX X. XXXXXXXX (hereinafter referred to as
"Employee"), dated September 1, 1993 ("Employment Agreement"), is made this 5th
day of January, 1998.
WHEREAS, in connection with the proposed merger between the
Employer and National Media Corporation, a Delaware corporation ("NMC"),
pursuant to the Agreement and Plan of Reorganization and Merger ("Merger
Agreement"), dated as of the date hereof between the Employer, NMC and X-X
Holdings Corp., a Delaware Corporation ("Parent"), the Employer and the Employee
wish to modify certain provisions of the Employment Agreement effective as of
the Effective Time, as defined in the Merger Agreement, ("Effective Time"); and
WHEREAS, the Employer and Employee further wish to amend the
Employment Agreement to reflect the changes to Employee's incentive
compensation, as provided in the Employment Agreement, that were previously
approved pursuant to resolutions adopted by the unanimous written consent of the
Board of Directors of the Employer effective July 1, 1995.
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. The first sentence of Paragraph 3 of the Employment
Agreement is amended to read as follows effective as of the Effective Time:
"Employee shall serve as Chairman of the Board and Chief
Executive Officer of the Employer and Co-Chairman of the Board
of Parent and, until such time as a new Chief Executive
Officer of the Parent is hired, as Interim Chief Executive
Officer of the Parent, and shall perform such other duties as
assigned by the Board of Directors of Employer ("Board") from
time to time and shall faithfully and to the best of his
ability perform such reasonable duties and services of an
active, executive, administrative and managerial nature as
shall be specified and designated from time to time by the
Board so long as such duties are consistent with
responsibilities of executives with similar positions in the
consumer product, retail or direct marketing businesses with
total sales in excess of $100,000,000 annually."
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2. Paragraph 4(c) of the Employment Agreement shall be amended
to read in its entirety effective July 1, 1995, as follows:
"c. As incentive compensation to Employee ("Incentive
Compensation"), Employer shall grant to Employee, pursuant to
the Valuevision International, Inc. 1994 Executive Stock
Option and Compensation Plan ("Executive Plan"), two series of
Employee Stock Options to purchase its Class A Common Stock
(collectively "Options"), the first to be known as the "$8.50
Options" to be granted to Employee with an exercise price of
$8.50 each, for a total number of 375,000 shares on terms set
forth below, with an exercise period of seven years from
January 31, 1995, and the second series to be known as the
"$10.50 Options" to be granted to Employee with an exercise
price of $10.50 each, for a total number of 375,000 shares on
terms set forth below, with an exercise period of ten years
from January 1, 1995. Options shall become exercisable by
Employee on the earlier to occur of (i) January 1, 2002 and
(ii) should net income before taxes of Employer, as calculated
in accordance with generally accepted accounting principles by
the outside auditor regularly engaged by Employer ("Net
Income"), exceed the following amounts during each fiscal year
of Employer during the term hereof, the first day of the
following fiscal year thereof:
"(i) For the first fiscal year ended January 31,
1995, if Net Income is $2,000,000 or greater, Employee shall
be entitled to exercise 75,000 $8.50 Options and 75,000 $10.50
Options.
"(ii) For the second fiscal year ended January 31,
1996, if Net Income is $5,250,000 or greater, Employee shall
be entitled to exercise 75,000 $8.50 Options and 75,000 $10.50
Options.
"(iii) For third fiscal year ended January 31, 1997,
if Net Income is $8,500,000 or greater, Employee shall be
entitled to exercise 75,000 $8.50 Options and 75,000 $10.50
Options.
"(iv) For the fourth fiscal year ended January 31,
1998, if Net Income is $11,750,000 or greater, Employee shall
be entitled to exercise 75,000 $8.50 Options and 75,000 $10.50
Options.
"(v) For the fifth fiscal year ended January 31,
1999, if Net Income is $15,000,000 or greater, Employee shall
be entitled to exercise 75,000 $8.50 Options and 75,000 $10.50
Options.
"(vi) In the event that the Company fails to achieve
a Net Income Goal in any years, Employee will be able to
exercise the options attributable to such "missed" year if in
a subsequent year the Company's Net Income is greater than or
equal to such subsequent year's Net Income Goal plus the Net
Income Goal for the missed year. For example, in the event Net
Income for the fiscal year ended January 31, 1997, is
$10,500,000, Employee shall not be able to exercise Options
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available for the fiscal year January 31, 1995 (if Options
were not earned or purchased for the fiscal year ended January
31, 1995); however, if Net Income exceeds $13,750,000 in the
fiscal year ended January 31, 1997, Employee will be able to
exercise Options if they were not previously purchased during
the immediately preceding fiscal year ended January 31, 1996.
"(vii) Notwithstanding anything to the contrary set
forth hereinabove, the grant of the Options to Employee is
expressly subject to and contingent upon the Employer
obtaining shareholder approval of the Executive Plan pursuant
to Section 16(b)(3) of the Securities Exchange Act of 1934, as
amended. Employer shall take all actions reasonably necessary
to obtain such approval. If the Executive Plan is not approved
by the shareholders of the Employer on or before the next
annual meeting, this Employment Agreement shall be null and
void and of no effect whatsoever."
3. Bonus. The Employee shall be entitled to receive any
bonuses, whether in cash or otherwise, that may be awarded or granted to the
Employee by the Board of Directors (or an appropriate committee thereof) of the
Employer, in its sole discretion, in connection with Employee's employment
hereunder, including, without limitation, awards or grants based on the
financial performance of the Employer or made in connection with the
consummation of a corporate or financial transaction involving the Employer.
4. Indemnification. The Employer shall indemnify and hold
harmless the Employee, his executors, administrators or assigns, against any
costs or expenses (including attorneys' fees), judgments, fines, losses, claims,
damages, liabilities or amounts paid in settlement incurred in connection with
any claim, action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, to the fullest extent permitted under
applicable law and shall also advance expenses as incurred to the fullest extent
permitted under applicable law, provided that the Employee provides an
undertaking to repay such advances if it is ultimately determinated that he is
not entitled to such indemnification.
5. Except to the extent expressly modified by this Amendment,
the Employment Agreement shall remain in full force and effect in accordance
with its original terms. The Employment Agreement, as amended by this Amendment,
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and fully supersedes any and all prior or contemporaneous
agreements or understandings between the parties hereto pertaining to the
subject matter hereof.
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IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
EMPLOYER: VALUEVISION INTERNATIONAL, INC.
a Minnesota corporation
By: /s/ Xxxxx Xxxxxx
Its: Vice President and General Counsel
EMPLOYEE:
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx
APPROVED:
/s/ Xxxx X. Xxxxxxx
Director, Compensation Committee Member
on behalf of ValueVision International, Inc.
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