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EXHIBIT 10
SEVERANCE
AGREEMENT
This is a
Severance Agreement (“Agreement”), dated
November 8, 2007 between ValueVision Media, Inc., its
affiliated and subsidiary companies (hereinafter collectively
referred to as the “Company”), and Bryan Venberg (the
“Employee” or “You”), providing for
Employee’s friendly separation as an officer of the
Company.
FACTS
WHEREAS,
Employee has been an officer of the Company as Senior Vice
President, Human Resources, Operations, and Customer Service;
WHEREAS,
the Company and Employee have mutually agreed that Employee will
terminate such employment as an employee of the Company upon the
terms and conditions hereinafter set forth; and
NOW,
THEREFORE, the Company and Employee make the following
Agreement:
1.
Resignation . Employee hereby agrees to resign as an
employee of the Company effective October 26, 2007 (the
“Effective Date”). Employee will be paid regular base
salary through November 9, 2007. From the date hereof,
Employee: a) will cooperate in successfully completing a transition
of Employee’s duties; b) will cooperate with in-house and
outside counsel in any Company litigation proceedings; and c)
acknowledges that as a former officer of the Company, Employee has
an ongoing duty to maintain the confidentiality of attorney-client
privileged communications he has had, if any, with in-house and
outside counsel.
2.
Severance Pay . The Company agrees that as severance pay
(“Severance Pay”), Employee will receive base salary
and auto allowance for an additional 12 months, through equal
installments according to the Company’s regular payroll
practices, after all rescission and/or revocation periods have
expired. The Company shall also pay to Employee an amount equal to
all of the accrued and unpaid vacation time accrued up to and
including the Effective Date. Employee will not accrue any
additional vacation time from or after the Effective Date. If
Employee earns any bonus for the Company’s 2007 fiscal year
according to the Employee’s bonus plan in effect, Company
will pay out a pro-rata portion of such bonus based on the
Effective Date at such time bonuses are paid to current employees,
but in no event later than March 15 of the year following the
year in which the Effective Date occurs. Payment of the Severance
Pay (including bonus and vacation pay) is subject to applicable
federal and state income tax and FICA withholding. Employee will
remain on the Company medical, dental, and life insurance benefit
plans through November 30, 2007, at which time Employee will
be eligible for certain COBRA benefits. All other benefit coverage
ends as of the Effective Date.
3.
COBRA Insurance Coverage . If Employee elects any insurance
coverage under COBRA, Employee shall be responsible for all amounts
due for such insurance. During the Severance Pay period the Company
will continue to subsidize the insurance coverage and Employee will
pay the same rates as current Company employees for such COBRA
benefits elected. The full COBRA rate will automatically be charged
to Employee the first month following the end of the Severance Pay
period.
4.
Unemployment Compensation . To enable Employee to collect
unemployment compensation benefits, Employee may report that
Employee was terminated for reasons other than misconduct, and the
Company will not contest such claim.
5.
No Other Remuneration; Stock Options . Employee agrees that
Employee is not entitled to any remuneration from the Company
except as provided in this Agreement. This includes back pay, sick
pay, bonuses or any other compensation. Any stock options for the
Company’s stock held by Employee which are vested on or prior
to the Effective Date, shall be exercisable as of the applicable
date of vesting, and may be exercised for a period of ninety
(90) days from the Effective Date, but not beyond the date
that the option would otherwise expire by its terms, in accordance
with the related Stock Option Agreement, or, if earlier, the tenth
anniversary of the original date of grant of the Stock Option. Any
stock options which are not vested as of the Effective Date shall
expire and be forfeited on such date. Any stock options which have
vested on or before the Effective Date but which are not exercised
prior to the expiration of such ninety (90) day period
following such date shall be forfeited.
6.
Confidential Information . Employee has a continuing
obligation not to disclose the Company’s confidential
proprietary and business information not available to the public,
and agrees to make no such disclosures and return to the Company
any confidential information in Employee’s possession.
7.
Confidentiality . Except as specifically set forth in this
Severance Agreement, Employee and the Company agree that they will
not disclose to third parties the terms of this Severance
Agreement. Employee may disclose the terms of this Severance
Agreement to tax and legal advisors, to immediate family members,
and as required by law. The Company may disclose the terms of this
Severance Agreement to its tax and legal advisors, to officers,
employees, directors and agents, with a “need to know,”
and as required by law, regulation, or applicable stock exchange
rules.
8.
Mutual Waiver and Release; Rights Concerning Release. See
attached Exhibit A.
9.
Response to Prospective Employers . In response to any
request from a prospective employer for information relating to
Employee, the Company will confirm, in writing if requested,
Employee’s former title, length of employment and ending
salary. It is otherwise the Company’s policy to refrain from
providing any reference information to prospective employers.
10.
Six-Month Delay for Specified Employee . Notwithstanding the
provisions of paragraph 2, the maximum amount that will be paid in
a lump sum if employee is a specified employee under
Section 409A of the Internal Revenue Code and guidance issued
thereunder (“Section 409A”) is the least of
(i) Employee’s annualized base salary as of the last day
of the year preceding Employee’s termination of employment;
(ii) twice the compensation limit under Section 401(a)(7)
of the Internal Revenue Code for the year in which Employee’s
termination occurs; or (iii) the maximum amount permitted to
be paid under Section 409A(a)(2)(B)(i) of the Code during the
six-month period following Employee’s separation from
service. Any amounts not otherwise permitted to be paid during the
six-month period shall be paid in a lump sum without interest on
the first day of the month following the six-month anniversary of
the date of the separation from service. If the severance pay would
otherwise exceed that amount, the excess amount shall be paid
without interest on the
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