Exhibit 10.3


 


 


   


April 11, 2018


 


Diana Purcel


6523 Bluestem Rd N


Corcoran MN 55340







 


 


Dear Diana,


 


On behalf of EVINE Live Inc. (the “Company”),
I am delighted to confirm the details of your offer:


 


TITLE, EFFECTIVE DATE and RESPONSIBILITIES


 


Your title will be Executive Vice President,
Chief Financial Officer and you will report to the Chief Executive Officer, currently Bob Rosenblatt. Your first day of work will
be April 16, 2018 (the “Start Date”). You will generally work out of the Company’s Eden Prairie, Minnesota office,
but you are expected to travel as required. It is expected as a Company employee that you will continue to: (i) devote 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: As of the Effective
Date, your base salary will be at the rate of $350,000 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 continue to 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 60% of your FY gross annual salary and a maximum bonus
of 120% of your FY gross 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 2018 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.


 






     


     


    

 


Sign-on award: Subject to approval by the Board and your
execution of a written award agreement provided by the Company, you will be granted 100,000 shares of the Company’s common
stock the form of the award will be split 50% in restricted stock units and 50% in options to purchase shares of the Company’s
common stock at a price per share equal to the closing fair market value on your Start Date with the Company as a sign-on award. 
Your sign-on award will vest on a 3-year vesting schedule: 33,333 on 4/16/2019, 33,333 on 4/16/2020 and 33,334 on 4/16/2021. This
sign-on award will be subject to the terms and conditions set forth in the written award agreement and the terms and conditions
applicable in the Company’s 2011 Omnibus Incentive Plan.


 


Long-Term Incentive
Awards: Effective in 2019 and 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 85% of your base salary.
The form of the grant will be split between performance share units 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. The Plan is administered at the sole discretion
of the Board, upon such terms and conditions as determined by the HR & 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. You will be eligible to
enroll in the Company’s health insurance plans as of June 1, 2018, 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, you
will be eligible for 160 PTO (paid time off) hours and 2 floating holidays each calendar year. 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.


  



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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.


 


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.


  


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”).


 


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, credit, and background
checks, 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.


 






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MISCELLANEOUS


 


This letter and the enclosed Protective
Covenants Agreement contain 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.


 


Diana, 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,


 


/s/ Lori Riley


 


Lori Riley


SVP, Chief Human Resources Officer


 






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