Exhibit 10.1


 


FIRST Amendment
to


EMPLOYMENT
AGREEMENT


 


This First Amendment
to Employment Agreement (this “Amendment”), effective as of November 17, 2020, is entered into by and between Michael
George (“Executive”) and QVC, Inc., a Delaware corporation (“QVC”).


 


INTRODUCTION


 


Executive and QVC entered
into an Employment Agreement dated as of December 16, 2015 (the “Original Agreement”). Executive and QVC desire to
amend the Original Agreement as set forth herein.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1.                 
References.


 


(a)              
References to (i) “Liberty Interactive Corporation”, (ii) “Liberty Interactive” or “LIC,”
and (iii) the “LIC Board” throughout the Original Agreement are hereby amended to refer instead to (i) “Qurate
Retail, Inc.,” (ii) “QRI” and (iii) the “QRI Board”, respectively, and shall have the meanings assigned
to such terms in Section 2 below.


 


(b)              
The reference to the “CEO of Liberty Interactive” in Section 1.B of the Original Agreement is hereby amended
to refer instead to the “Chairman of QRI.”


 


2.                 
Title, Duties and Reporting. Section 1.A of the Original Agreement is hereby amended and restated to read as follows:


 


“Executive will
be employed as President and Chief Executive Officer of QVC and, effective March 9, 2018, as President and Chief Executive Officer
of Qurate Retail, Inc. (“QRI”). Executive will perform the duties and services of those positions, as well as perform
any other duties and services consistent with those positions as QRI may reasonably request. Additionally, Executive will cooperate
in the effort to effect an orderly, smooth, and efficient transition of Executive’s duties and responsibilities to a successor,
including by assisting the Board of Directors of QRI (the “QRI Board”) in finding such a successor and cooperating
with any reasonable requests made by the QRI Board relating to such process. Executive shall at all times be subject to (i) during
such time as QRI is the ultimate parent entity of QVC, the supervision and control of the Chairman of QRI or such individual as
the QRI Board may designate, or (ii) during such time as QRI is not the ultimate parent entity of QVC, the supervision and control
of the governing body of the ultimate parent entity of QVC or such executive officer of the new ultimate parent entity as such
governing body may designate, or (iii) if QVC is itself a publicly-traded company or has no ultimate parent entity, the supervision
and control of the board of directors of QVC.”


 






     


     


    

 





3.                
 Term. Section 2 of the Original Agreement is hereby amended and restated to read as follows:


 


“The term of
this Agreement shall commence on the Effective Date and end on December 31, 2021, unless this Agreement is sooner terminated in
accordance with Section 8 (“Term”).”


 


4.                 
Base Compensation. Section 3.A of the Original Agreement is hereby amended and restated to read as follows:


 


“For all services
Executive renders to QVC and its affiliated companies, QVC will pay Executive an annual salary at the rate of One Million Two Hundred
Fifty Thousand Dollars ($1,250,000), which such rate shall be increased to One Million Five Hundred Thousand Dollars ($1,500,000)
effective January 1, 2021 (as may be further increased from time to time, “Base Compensation”), which Base Compensation
shall be paid in accordance with QVC’s customary payroll practices.”


 


5.                 
Bonus Compensation. Section 3.B of the Original Agreement is hereby amended and restated to read as follows:


 


“Executive
will be eligible to receive an annual cash bonus during the Term (the “Bonus”). Executive’s target Bonus each
year during the Term will equal 100% of Executive’s base salary for the year, subject to satisfaction of the criteria established
for such Bonus as described below and the maximum Bonus Executive will be eligible to receive for the 2021 calendar year will equal
240% of Executive’s base salary for the 2021 calendar year. The Bonus (i) will be determined by the Compensation Committee
of the QRI Board (the “Compensation Committee’) in its sole discretion, (ii) will be based on such criteria as are
approved in advance by the Compensation Committee and (iii) for any Bonus in respect of a year prior to the 2021 calendar year,
will be designed in a manner such that the Bonus will be treated as “qualified performance-based compensation” within
the meaning of Section 162(m). For the avoidance of doubt, Executive’s bonus for calendar year 2015 will be determined in
accordance with the terms of Executive’s employment agreement that was in effect as of January 1, 2015 and Executive’s
bonus for calendar year 2020 will be determined in accordance with the terms of the Original Agreement without giving effect to
this Amendment.”


 


6.                 
Multiyear Option Grant. The last sentence of Section 3.D(i) of the Original Agreement is hereby amended and restated
to read as follows:


 


“Other than the
Performance RSUs and the Restricted Stock Units described below, it is anticipated that Executive will not receive any additional
grants of options, warrants, restricted stock or other equity or equity derivatives in QVC or QRI or any of their respective affiliates
(“Equity Awards”) during the Term.”


 






     


     


    

 





7.                 
 2021 Annual Performance Award. A new sentence is hereby inserted between the existing first and second sentences
in Section 3.E of the Original Agreement to read as follows:


 


“For calendar
year 2021, subject to Compensation Committee approval, Executive will be eligible to receive from QRI an award of Performance
RSUs with a target value equal to $5,500,000 and a maximum value equal to $8,250,000.”


 


8.                 
Annual Performance Awards. The penultimate sentence of Section 3.E of the Original Agreement is hereby amended and
restated to read as follows:


 


“The vesting
of each grant of Performance RSUs will be subject to the satisfaction of such performance criteria as are determined in advance
each year by the Compensation Committee and, with respect to Performance RSUs granted prior to the 2021 calendar year, will be
designed in a manner such that the Performance RSUs will be treated as “qualified performance-based compensation”
within the meaning of Section 162(m).”


 


9.                  
Restricted Stock Units. A new Section 3.F is hereby added to the Original Agreement to read as follows:


 


“Restricted
Stock Unit Awards. For calendar year 2021, subject to Compensation Committee approval, Executive will be eligible to receive
from QRI an award of Restricted Stock Units with respect to QRI Series A Common Stock (the “Restricted Stock Units”)
with a value equal to $5,500,000. Such grant will be made pursuant to a Restricted Stock Unit award agreement in the form approved
by QRI from time to time, will vest, subject to Executive’s continuous employment through such date, on December 10, 2021,
and will include the applicable terms set forth in Section 9 as well as QRI’s other standard terms and provisions, including
forfeiture provisions related to restatement of financial statements.


 


Notwithstanding anything
to the contrary in this Agreement, in no event will any Restricted Stock Units be granted to Executive after the date of Executive’s
termination of employment.”


 


10.               
Good Reason. Section 8.B. of the Original Agreement is hereby amended by inserting the following at the end of Section
8.B.(ix): “or the Restricted Stock Units specified in Section 3.F.”


 


11.                
Termination for Death or Disability, Termination for Cause, Voluntary Termination, Protected Termination Following a
Change of Control of QVC. Each of Section 9.A.(iii), Section 9.B.(iii), Section 9.D.(iii) and Section 9.G.(iii) of the Original
Agreement is hereby amended by inserting “and Restricted Stock Units” after “Performance RSUs” where such
term appears therein.


 






     


     


    

 


12.                
Termination by Executive for Good Reason or by QVC Without Cause.


 


(a)        
Subclause (a) of Section 9.C.(i) of the Original Agreement is hereby amended and restated to read as follows:


 





“(a)
the Base Compensation Continuing Payments; provided, however, that such payments will cease once the Company has paid in accordance
with QVC’s customary payroll practices Executive’s then current Base Compensation that would have been paid to Executive
from the date of termination through the remainder of the Term, rather than for a period of one year after such payments commence;”


 


(b)         
The following is hereby inserted before the period at the end of subclause (iv) of Section 9.C of the Original Agreement:


 


“; provided,
however, that Executive will vest as of the Committee Certification Date in all of such Qualifying Performance RSUs that were granted
in respect of the 2021 calendar year. Upon a Protected Termination during the 2021 calendar year of the Term, Executive will vest
in full in the Restricted Stock Units that are issued and outstanding but unvested as of the date of termination.”


 


13.               
Termination At or Following Expiration of the Term. The second sentence of Section 9.E.(i) of the Original Agreement
is hereby amended and restated to read as follows:


 


“For the avoidance
of doubt, except in the case of termination by QVC for Cause, if Executive’s employment ends on the last day of the Term
(December 31, 2021), Executive will remain eligible to receive the calendar year 2021 Bonus, determined as described in Section
3.B. in the sole discretion of the decision maker.”


 


14.                
General Release. Section 9.H of the Original Agreement is hereby amended by inserting “and the Chief Legal
Officer of QRI” after “in a form that is reasonably satisfactory to QVC” where it appears in the first sentence
therein.


 


15.                
Notices. Section 11 of the Original Agreement is hereby amended by inserting “and the Chief Legal Officer of
QRI” after “Chief Financial Officer at QVC’s principal office” where it appears therein.


 


16.               
Compliance with 409A. Section 20 of the Original Agreement is hereby amended by inserting the following at the end
of the second sentence thereof: “and, for the avoidance of doubt, each payment in a series of payments shall be considered
a separate payment for purposes of Section 409A.”


 


17.                
Award Agreements. For the avoidance of doubt, and notwithstanding anything to the contrary in such award agreements,
Executive’s Multiyear Options and the Performance RSUs for calendar year 2020 will remain outstanding in accordance with
their terms and the Original Agreement without giving effect to this Amendment.


 


18.                
Limited Effect. Except as amended by the preceding provisions of this Amendment, the Original Agreement shall remain
in full force and effect according to its terms.


 






     


     


    

 


19.                 Applicable
Law. This Amendment shall be interpreted and construed under the internal laws of the Commonwealth of Pennsylvania
exclusive of choice of laws principles and Executive and QVC hereby consent to the exclusive jurisdiction of the state courts
of the Commonwealth of Pennsylvania, Chester County and the United States Federal Courts for the Eastern District of
Pennsylvania in all matters arising hereunder.


 


20.                
Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this First Amendment as of November 17, 2020.


 


	 	QVC, INC.
	 	 
	 	By:	/s/ Lawrence R. Hayes
	 	 	Name: Lawrence R. Hayes
	 	 	Title: Executive Vice President & General Counsel
	 	 
	 	“EXECUTIVE”
	 	 
	 	/s/
    Michael George 
	 	Michael George