Exhibit 10.1





 


 


Personal and Confidential


 


 


April 6, 2015


 


Penelope Burnett


324 E 50th Street


New York, New York 10022


 


Dear Penny,


 


On behalf of EVINE Live Inc. (the “Company”),
I am delighted to confirm our employment offer to you as follows:


 


TITLE, START DATE and RESPONSIBILITIES


 


Your title will be Senior Vice President,
Chief Merchandising Officer and you will report to the Chief Executive Officer, currently Mark Bozek. Your first day of work will
be April 20, 2015 (the “Start Date”). You will generally work out of the Company’s Eden Prairie, Minnesota office,
but you are expected to travel as required. As a Company employee, you will: (i) devote all of your business time and attention,
your best efforts, and all of your skill and ability to promote the interests of the Company; (ii) carry out your duties in a diligent,
competent, faithful and professional manner; (iii) work with other employees of the Company in a competent and professional manner;
(iv) comply with all of the Company’s policies, as in effect from time to time; and (v) generally promote the interests of
the Company.


 


COMPENSATION


 


Base Salary: You will initially
receive base salary at the rate of $345,000.00 per year, less all applicable deductions and withholdings. Such salary will be paid
in accordance with the Company’s regular payroll practices. Your salary will be reviewed from time to time in accordance
with Company policy.


 





Discretionary Annual Bonuses: You
will be eligible for annual discretionary bonuses, which shall be based on your performance, the Company’s performance, and
such other factors as determined by the Company, with a target bonus of 40% of your annual salary and a maximum bonus of 80% of
your annual salary. Whether or not any bonus payment will be made to you, and, if so, in what amount, will be determined by the
Company’s Board of Directors (the “Board”) in its sole discretion, and any bonus is subject to the terms and
conditions established by the Board. Your bonus eligibility begins with respect to the 2015 fiscal year, and will be prorated based
on your Start Date. In order to be eligible for any bonus, you must be an active employee at, and not have given or received notice
of termination of your employment prior to, the time of the payment of such bonus. Please note that payment of a bonus in any year
or years does not in any way guarantee payment of a bonus in any other year or years.



 






    	 



    	 



    




 





Long-Term Incentive
Awards: Subject to approval by the Board and your execution of written award agreements provided by the Company, you will be
awarded a long-term incentive equity grant with a grant date fair market value of $155,250.00. The form of the grant will be split
between restricted stock and options to purchase shares of the Company’s common stock. This long-term incentive award will
be subject to the terms and conditions set forth in the written award agreements and the terms and conditions applicable in the
Company’s 2011 Omnibus Incentive Plan. In addition, commencing in fiscal year 2016, you will be eligible for annual grants
of equity or other long-term incentive awards based, in the sole discretion of the Board, upon such terms and conditions as determined
by the Compensation Committee of the Board and as set forth in any written award agreement and any applicable plan.


  


BENEFITS


 


You are eligible to participate in any
present or future employee benefit programs established by the Company for its employees generally or for all employees at your
organizational level, subject to the Company’s right to modify or terminate such benefit plans or programs at any time in
its sole discretion and subject to the eligibility requirements and rules of each such plan or program. Based on your start date,
you will be eligible to enroll in the Company’s health insurance plans as of June 1, 2015, provided that you enroll within
31 days of such date.


 


You will also be eligible for paid time off in accordance with
Company policy, as in effect from time to time. Under current Company policy, based on your scheduled hours and Start Date, (i)
you will be eligible for 120 of hours of paid vacation during 2015, and will be eligible for 160 of hours per calendar year starting
in 2016, and (ii) you will be eligible for 2 floating holidays in 2015, and 2 floating holidays starting January 1, 2016. Paid
time off does not carry over from year to year and you will not be paid for unused paid time off at any time, including upon termination
of employment.


 


			



Relocation Reimbursement: Provided
you relocate to the Eden Prairie, MN area within five (5) months following your Start Date, you are eligible to receive the Company’s
Executive Relocation package. Details of that Program are set forth in the EVINE Live Relocation Handbook. If within two (2) years
following the Start Date you voluntarily resign from the Company or your employment is terminated by the Company for cause (as
defined below), within thirty (30) days following the termination date, you will be required to repay to the Company the relocation
payments paid to you or on your behalf multiplied by a fraction the numerator of which is 730 minus the number of days you were
employed by the Company and the denominator of which is 730. Except as prohibited by applicable law, you authorize the Company
to offset all or part of any such repayment against any payments the Company may owe to you at the time of termination.


 






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Severance: 


If your position is terminated by the Company without Cause
(as defined below), you will be eligible to receive six (6) months of base salary and six (6) months subsidized medical coverage
under COBRA (employer portion). Any tax liability imposed on you or incurred by you in connection with any severance payment, including
tax liability related to Section 280G, Section 4999 or Section 409A of the Internal Revenue Code, shall solely be your responsibility. 
All severance pay or additional benefits are conditioned upon your execution of, and compliance with, a separation agreement in
a form prepared by the Company that includes a provision compliant with applicable laws in which you release the Company, and its
affiliates, employees, officers, agents and all related parties from any and all claims against them. 


 


CAUSE


 


“Cause” is defined as (i) your
commission of an act of fraud or another act that results in or is intended to result in your personal enrichment at the expense
of the Company, including and without limitation to theft or embezzlement from the Company, (ii) public conduct by you materially
detrimental to the reputation of the Company, (iii) the material violation by you of any written 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) your commission of conduct constituting a felony; (vi) your habitual intoxication, drug use or chemical substance
use; (vii) your excessive absenteeism unrelated to illness or permitted time off, (viii) your nonconformance with the significant
standard business practices or policies of the Company, (ix) misconduct or negligence by you in the workplace, including, but not
limited to, insubordination; and (x) any breach (not covered by clauses (i) through (ix) above) of any provision of this Agreement.


 


EMPLOYMENT AT WILL


 


Your employment with the Company is at
will, which means that it is subject to termination by either you or the Company at any time, for any reason, with or without cause.
This letter serves to outline the terms of our employment offer, but it does not constitute a contract of employment for any specific
length of time.


 


PROTECTIVE COVENANTS


 


As a condition of your employment, you
will be required to sign a protective covenants agreement, a copy of which is enclosed (the “Protective Covenants Agreement”).


 






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TERMS OF OFFER


 


The Company extends this offer to you contingent
on verification of your prior employment and educational information, satisfactory results from our reference and background checks
and drug screening, and verification of your identity and right to work in the United States. The Company reserves the right to
change any of the terms or condition of your employment on a going-forward basis at any time in its sole discretion.


 


MISCELLANEOUS


 


This letter and the enclosed Protective
Covenants Agreement contains the entire agreement between us. You acknowledge that you have not relied upon any representations
(oral or otherwise) other than those explicitly stated in this offer letter. All payments made to you will be subject to applicable
withholding taxes. The terms of this letter and all rights and obligations of the parties hereto, including its enforcement, shall
be interpreted and governed by the laws of Minnesota. No amendment or modification of this letter shall be valid or binding upon
the parties unless in writing and signed by the Company. The Company shall have the right to assign this letter, and, accordingly,
this letter shall inure to the benefit of, and may be enforced by, any and all successors and assigns of the Company. Your rights
and obligations under this letter are personal to you, and you shall not have the right to assign or otherwise transfer your rights
or obligations under this letter.


 


Penny, we are very excited about you joining
EVINE Live and wish you every success in your new position. If I can be of any assistance, please do not hesitate to contact me
at (952) 943-6731.


 


Sincerely,


 


 


Jaime Nielsen


Vice President, Human Resources


 


Enclosure


 


 


I confirm my acceptance of employment with EVINE Live Inc.,
subject to the terms and conditions set forth above.


 





	/s/ Penelope Burnett	 	4/6/2015	 
	Penelope Burnett	 	Date 	 
	 	 	 	 







 






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