exv10w1







Exhibit 10.1









	 	 	 
	 

	 	ValueVision Media, Inc.
	 
	 	 
	December 1, 2009

	 	6740 SHADY OAK ROAD

EDEN PRAIRIE, MN 55344
	 
	 	 
	 

	 	www.shopnbc.com






William McGrath

211 Pheasant Run Road

West Chester, PA 19380-6646





	Dear William:




We are pleased to offer you the position of Vice President Quality Assurance (Non-Officer
Position).



We look forward to your partnership and leadership in the delivery of results that meet or
exceed our shareholder’s expectations.



To follow is confirmation of your offer:




	 	 	 
	Position Title

	 	Vice President Quality Assurance 



(Non-Officer Position)
	 
	 	 
	Start Date

	 	January 7, 2010 
	 
	 	 
	Reports to

	 	Mike Murray, Senior Vice President Operations
	 
	 	 
	Annualized Base Salary

	 	$175,000.00 
	 
	 	 
	Projected Incentive
Plan 
Eligibility

	 	30% Target bonus opportunity to a maximum of 60%; the
annual incentive plan financial goal(s) are established
annually and approved by the Board of Directors. Any
payments made under this plan to Company Officers are made
at the discretion of the Board of Directors, subject to
the terms of the approved plan. Your actual incentive
payment for FY2009 will be pro-rated since it is based on
your actual base earnings during the fiscal year.
	 
	 	 
	Stock Options

	 	Subject to the terms and conditions applicable to options
granted under the Company’s Omnibus Stock Plan, applicable
stock option agreement, and upon approval of the Company’s
Board of Directors you will be granted an option to
purchase 45,000 shares of the Company’s common stock at a
price per share equal to the closing fair market value per
share as of your employment start date. Your option to
purchase Company shares will vest in 1/3 increments upon
each anniversary of your employment start date (vests over
3 years) and exercisable for 10 years from the date of
grant.
	 
	 	 
	Signing Bonus

	 	$20,000.00 (less applicable taxes), payable on your first
payroll with ShopNBC.
	 
	 	 
	Relocation

	 	Your employment will be based in Eden Prairie, MN and you
will be eligible for relocation benefits; specifically,
the relocation benefit covers closing costs on home
purchase and sale, and movement of household goods. 1-2%
closing costs on home sale and purchase and up to a
maximum of 6% realtor fees on home sale. All other
expenses incurred for relocation or commuting will be your
personal expenses and not reimbursable by the Company. We
anticipate that you will relocate during the summer of
2012.






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	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.
	 
	 	 
	Vacation

	 	Beginning January 7, 2010 you will have 4 weeks of time off available to
you. Time off must be used in the calendar year granted, with no
rollover year to year.
	 
	 	 
	Severance Eligibility

	 	You would be eligible to receive 6 months base salary due to lay-off, job
elimination, restructuring or other reasons other than for cause. Any
tax liability imposed upon you or incurred by you in connection with the
severance payments and medical coverage payments, including tax
liability relating to Section 280G, Section 4999 or Section 409A of the
Internal Revenue Code, shall be solely your responsibility. The
Company agrees to cooperate with you and to reasonably modify any such
payment terms in order to minimize any taxes due under the
aforementioned sections of the Code. All severance pay or benefits are
conditional upon your execution of an effective agreement substantially
in the form annexed hereto that complies with applicable laws in which
you release the Company and all related parties from any and all claims
against them.





As with all ValueVision employment offers, this offer is conditional upon criminal background check
and employment verification. We also require non-compete, confidentiality and inventions agreements
be executed by you upon employment. For the purposes of federal immigration law, you will be
required to provide documentary evidence of your identity and eligibility for employment in the
United States. Should you have any questions, please feel free to contact me at 952-943-6728, or
Amy Kahlow at 952-943-6717. Thank you for treating the terms of your employment offer with Value
Vision Media confidentially.



William, we are excited to have you join our team and are confident that you have the
skills and experience to be an effective leader in our organization.




Sincerely,






Mark Ahmann, SVP Human Resources & TV Sales 
Value
Vision Media, Inc.





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