Exhibit
10.8


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(“Agreement”) is entered into by and between Judy A. Schmeling (“Employee”) and
HSN General Partner LLC, a Delaware limited liability company (the “Company”),
and is effective April 1, 2007 (the “Effective Date”).


 


WHEREAS, the Company
desires to establish its right to the services of Employee, in the capacity
described below, on the terms and conditions hereinafter set forth, and
Employee is willing to accept such employment on such terms and conditions.


 


NOW, THEREFORE, in
consideration of the mutual agreements hereinafter set forth, Employee and the
Company have agreed and do hereby agree as follows:


 


1A.                             EMPLOYMENT.  The Company
agrees to employ Employee as Chief Financial Officer, HSN US, and Employee
accepts and agrees to such employment. 
During Employee’s employment with the Company, Employee shall do and
perform all services and acts necessary or advisable to fulfill the duties and
responsibilities as are commensurate and consistent with Employee’s position
and shall render such services on the terms set forth herein.  During Employee’s employment with the
Company, Employee shall report directly such person(s) as from time to
time may be designated by the Company (hereinafter referred to as the “Reporting
Officer”).  Employee shall have such
powers and duties with respect to the Company as may reasonably be assigned to
Employee by the Reporting Officer, to the extent consistent with Employee’s
position and status.  Employee agrees to
devote all of Employee’s working time, attention and efforts to the Company and
to perform the duties of Employee’s position in accordance with the Company’s
policies as in effect from time to time. 
Employee’s principal place of employment shall be the Company’s offices
located in St. Petersburg, Florida. 
Employee shall not be obligated to travel away from St. Petersburg,
Florida for more than 25 business days in each year of the Term of this
Agreement.


 


2A.                             TERM OF AGREEMENT. 
The term (“Term”) of this Agreement shall commence on the Effective Date
and shall continue for two (2) years, unless sooner terminated in
accordance with the provisions of Section 1 of the Standard Terms and
Conditions attached hereto.


 


3A.                             COMPENSATION.


 


(a)                                  BASE SALARY. 
During the Term of this Agreement, the Company shall pay Employee an
annual base salary of $400,000 (the “Base Salary”), payable in equal biweekly
installments or in accordance with the Company’s payroll practice as in effect
from time to time.  For all purposes
under this Agreement, the term “Base Salary” shall refer to Base Salary as in
effect from time to time.


 


(b)                                 DISCRETIONARY BONUS. 
During the Term, Employee shall be eligible to receive discretionary
annual bonuses.


 


(c)                                  BENEFITS.  From the
Effective Date through the date of termination of Employee’s employment with
the Company for any reason, Employee shall be entitled to 


 

















 


participate in any
welfare, health and life insurance and pension benefit and incentive programs
as may be adopted from time to time by the Company on the same basis as that
provided to similarly situated employees of the Company.  Without limiting the generality of the
foregoing, Employee shall be entitled to the following benefits:


 


(i)                                     Reimbursement for Business Expenses. 
During the Term, the Company shall reimburse Employee for all reasonable
and necessary expenses incurred by Employee in performing Employee’s duties for
the Company, on the same basis as similarly situated employees and in
accordance with the Company’s policies as in effect from time to time.


 


(ii)                                  Paid Time Off (“PTO”). 
During the Term, Employee shall be entitled to paid time off per year,
in accordance with the plans, policies, programs and practices of the Company
applicable to similarly situated employees of the Company generally.


 


4A.                             NOTICES.  All notices
and other communications under this Agreement shall be in writing and shall be
given by first-class mail, certified or registered with return receipt
requested or hand delivery acknowledged in writing by the recipient personally,
and shall be deemed to have been duly given three days after mailing or
immediately upon duly acknowledged hand delivery to the respective persons
named below:


 


	
  If to the Company:

  	
   

  	
  HSN General Partner LLC

  
	
   

  	
   

  	
  1 HSN Drive

  
	
   

  	
   

  	
  St. Petersburg, FL
  33729

  
	
   

  	
   

  	
  Attention: General
  Counsel

  
	
   

  	
   

  	
   

  
	
  If to Employee:

  	
   

  	
  Judy A. Schmeling

  
	
   

  	
   

  	
  13624 Diamond Head Dr.

  
	
   

  	
   

  	
  Tampa, FL 33624

  



 


Either party may change such party’s address for
notices by notice duly given pursuant hereto.


 


5A.                             GOVERNING LAW; JURISDICTION. 
This Agreement and the legal relations thus created between the parties
hereto shall be governed by and construed under and in accordance with the
internal laws of the State of Florida without reference to the principles of
conflicts of laws.  Any and all disputes
between the parties which may arise pursuant to this Agreement will be heard
and determined before an appropriate federal court in Pinellas or Hillsborough
Counties or, if not maintainable therein, then in an appropriate Florida state
court.  The parties acknowledge that such
courts have jurisdiction to interpret and enforce the provisions of this
Agreement, and the parties consent to, and waive any and all objections that
they may have as to, personal jurisdiction and/or venue in such courts.


 


6A.                             COUNTERPARTS. 
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.  Employee
expressly understands and acknowledges that the Standard Terms and Conditions
attached hereto are incorporated herein by reference, deemed a part of this 


 


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Agreement
and are binding and enforceable provisions of this Agreement.  References to “this Agreement” or the use of
the term “hereof” shall refer to this Agreement and the Standard Terms and
Conditions attached hereto, taken as a whole.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed and delivered by its duly
authorized officer, and Employee has executed and delivered this Agreement on December 15,
2006.


 


	
   

  	
  HSN GENERAL PARTNER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa Letizio

  
	
   

  	
  Name: Lisa Letizio

  
	
   

  	
  Title: EVP Human
  Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Judy A. Schmeling

  
	
   

  	
  Name: Judy A. Schmeling

  



 


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STANDARD TERMS AND CONDITIONS


 


1.                                       TERMINATION OF EMPLOYEE’S EMPLOYMENT.


 


(a)                                  DEATH.  In the event
Employee’s employment hereunder is terminated by reason of Employee’s death,
the Company shall pay Employee’s designated beneficiary or beneficiaries,
within 30 days of Employee’s death in a lump sum in cash, Employee’s Base
Salary through the end of the month in which death occurs and any Accrued
Obligations (as defined in paragraph 1(f) below).


 


(b)                                 DISABILITY.  If, as a
result of Employee’s incapacity due to physical or mental illness (“Disability”),
Employee shall have been absent from the full-time performance of Employee’s
duties with the Company for a period of four consecutive months and, within 30
days after written notice is provided to Employee by the Company (in accordance
with Section 6 hereof), Employee shall not have returned to the full-time
performance of Employee’s duties, Employee’s employment under this Agreement
may be terminated by the Company for Disability.  During any period prior to such termination
during which Employee is absent from the full-time performance of Employee’s
duties with the Company due to Disability, the Company shall continue to pay
Employee’s Base Salary at the rate in effect at the commencement of such period
of Disability, offset by any amounts payable to Employee under any disability
insurance plan or policy provided by the Company.  Upon termination of Employee’s employment due
to Disability, the Company shall pay Employee within 30 days of such
termination (i) Employee’s Base Salary through the end of the month in
which termination occurs in a lump sum in cash, offset by any amounts payable
to Employee under any disability insurance plan or policy provided by the
Company; and (ii) any Accrued Obligations (as defined in paragraph 1(f) below).


 


(c)                                  TERMINATION FOR CAUSE. 
The Company may terminate Employee’s employment under this Agreement for
Cause at any time prior to the expiration of the Term.   As used herein, “Cause” shall mean:   (i) the plea of guilty or nolo
contendere to, or conviction for, the commission of a felony offense by
Employee; provided, however, that after indictment, the Company
may suspend Employee from the rendition of services, but without limiting or
modifying in any other way the Company’s obligations under this Agreement; (ii) a
material breach by Employee of a fiduciary duty owed to the Company; (iii) a
material breach by Employee of any of the covenants made by Employee in Section 2
hereof; (iv) the willful or gross neglect by Employee of the material
duties required by this Agreement; or (v) a violation of any Company
policy pertaining to ethics, wrongdoing or conflicts of interest.  In the event of Employee’s termination for
Cause, this Agreement shall terminate without further obligation by the
Company, except for the payment of any Accrued Obligations (as defined in
paragraph 1(f) below).


 


(d)                                 TERMINATION BY THE COMPANY OTHER THAN FOR
DEATH, DISABILITY OR CAUSE.  If Employee’s
employment is terminated by the Company for any reason other than Employee’s
death or Disability or for Cause, then (i) the Company shall pay Employee
the Base Salary through the end of the Term over the course of the then
remaining 


 

















 


Term; and (ii) the
Company shall pay Employee within 30 days of the date of such termination in a
lump sum in cash any Accrued Obligations (as defined in paragraph 1(f) below).  The payment to Employee of the severance
benefits described in this Section 1(d) shall be subject to Employee’s
execution and non-revocation of a general release of the Company and its
affiliates in a form substantially similar to that used for similarly situated
executives of the Company and its affiliates.


 


(e)                                  MITIGATION; OFFSET. 
In the event of termination of Employee’s employment prior to the end of
the Term, Employee shall use reasonable best efforts to seek other employment
and to take other reasonable actions to mitigate the amounts payable under Section 1
hereof.  If Employee obtains other
employment during the Term, the amount of any payment or benefit provided for
under Section 1 hereof which has been paid to Employee shall be refunded
to the Company by Employee in an amount equal to any compensation earned by
Employee as a result of employment with or services provided to another
employer after the date of Employee’s termination of employment and prior to
the otherwise applicable expiration of the Term, and all future amounts payable
by the Company to Employee during the remainder of the Term shall be offset by
the amount earned by Employee from another employer.  For purposes of this Section 1(e),
Employee shall have an obligation to inform the Company regarding Employee’s
employment status following termination and during the period encompassing the
Term.


 


(f)                                    ACCRUED OBLIGATIONS. 
As used in this Agreement, “Accrued Obligations” shall mean the sum of (i) any
portion of Employee’s Base Salary through the date of death or termination of
employment for any reason, as the case may be, which has not yet been paid; and
(ii) any compensation previously earned but deferred by Employee (together
with any interest or earnings thereon) that has not yet been paid.


 


2.                                       CONFIDENTIAL INFORMATION;
NON-COMPETITION; NON-SOLICITATION; AND PROPRIETARY RIGHTS.


 


(a)                                  CONFIDENTIALITY. 
Employee acknowledges that while employed by the Company Employee will
occupy a position of trust and confidence. 
Employee shall not, except as may be required to perform Employee’s
duties hereunder or as required by applicable law, without limitation in time
or until such information shall have become public other than by Employee’s
unauthorized disclosure, disclose to others or use, whether directly or
indirectly, any Confidential Information regarding the Company or any of its
subsidiaries or affiliates.  “Confidential
Information” shall mean information about the Company or any of its
subsidiaries or affiliates, and their clients and customers that is not
disclosed by the Company or any of its subsidiaries or affiliates for financial
reporting purposes and that was learned by Employee in the course of employment
by the Company or any of its subsidiaries or affiliates, including (without
limitation) any proprietary knowledge, trade secrets, data, formulae,
information and client and customer lists and all papers, resumes, and records
(including computer records) of the documents containing such Confidential
Information.  Employee acknowledges that
such Confidential Information is specialized, unique in nature and of great
value to the Company and its subsidiaries or affiliates, and that such
information gives the Company and its subsidiaries or affiliates a competitive
advantage.  Employee agrees to deliver or
return to the Company, at the Company’s request at any time or upon termination
or expiration of Employee’s employment or 


 


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as soon thereafter as possible, all documents,
computer tapes and disks, records, lists, data, drawings, prints, notes and
written information (and all copies thereof) furnished by the Company and its
subsidiaries or affiliates or prepared by Employee in the course of Employee’s
employment by the Company and its subsidiaries or affiliates.  As used in this Agreement, “subsidiaries” and
“affiliates” shall mean any company controlled by, controlling or under common
control with the Company.


 


(b)                                 NON-COMPETITION.                         During Employee’s employment with the Company and for
twelve (12) months thereafter, Employee shall not, directly or indirectly, on
behalf of Employee or on behalf of or with any other person, enterprise or
entity, in any individual or representative capacity, engage or participate in
any business, including its affiliated Internet entities, that is in
competition with the Company or any subsidiary or affiliate of the Company in
the United States of America in the field of television retailing, including,
without limitation, QVC, Shop NBC (formerly called ValueVision) or Shop at
Home, as well as any company which subsequently enters the field of television
retailing as its primary business (collectively, the “Competing Companies”).
Employee’s obligations under this Section shall continue during the Term
and for the period after the Term set forth above and shall not, for any
reason, cease upon termination of Employee’s employment with the Company.  Notwithstanding anything else contained in
this Section, Employee may own, for investment purposes only, up to five
percent (5%) of the stock of any Competing Company if it is a publicly-held corporation
whose stock is either listed on a national stock exchange or on the NASDAQ
National Market System and if Employee is not otherwise affiliated with or
participating in such corporation.  As
used herein, “participate” means lending one’s name to, acting as consultant or
advisor to, being employed by or acquiring any direct or indirect interest in
any business or enterprise, whether as a stockholder, partner, officer,
director, employee, consultant or otherwise. 
In the event that (1) the Company or any of its subsidiaries or
affiliates places, or has placed for it, all or substantially all of its assets
up for sale within one (1) year after termination of Employee’s employment
hereunder or (2) Employee’s employment is terminated in connection with
the disposition of all or substantially all of such assets (whether by sale of
assets, equity or otherwise), Employee agrees to be bound by, and to execute
such additional instruments as may be necessary or desirable to evidence
Employee’s agreement to be bound by, the terms and conditions of any non-competition
provisions relating to the purchase and sale agreement for such assets, without
any consideration beyond that expressed in this Agreement, provided that the
purchase and sale agreement is negotiated in good faith with customary terms
and provisions and the transaction contemplated thereby is consummated.  Notwithstanding the foregoing, in no event
shall Employee be bound by, or obligated to enter into, any non-competition
provisions referred to in this Section 2(b) which extend beyond
twelve (12) months, in each case from the date of termination of Employee’s
employment hereunder or whose scope extends the scope of the non-competition
provisions set forth in this Section 2(b). 
The twelve (12) month time period referred to above shall be tolled on a
day-for-day basis for each day during which Employee participates in any
activity in violation of this Section 2(b) so that Employee is
restricted from engaging in the conduct referred to in this Section 2(b) for
a full twelve (12) months.


 


(c)                                  NON-SOLICITATION OF EMPLOYEES. 
Employee recognizes that he will possess confidential information about
other employees of the Company and its subsidiaries or 


 


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affiliates
relating to their education, experience, skills, abilities, compensation and
benefits, and inter-personal relationships with suppliers to and customers of
the Company and its subsidiaries or affiliates. 
Employee recognizes that the information he will possess about these
other employees is not generally known, is of substantial value to the Company
and its subsidiaries or affiliates in developing their respective businesses
and in securing and retaining customers, and will be acquired by Employee
because of Employee’s business position with the Company.  Employee agrees that, during the Term (and
for a period of 24 months beyond the expiration of the Term), Employee will
not, directly or indirectly, solicit or recruit any employee of the Company or
any of its subsidiaries or affiliates for the purpose of being employed by
Employee or by any business, individual, partnership, firm, corporation or
other entity on whose behalf Employee is acting as an agent, representative or
employee and that Employee will not convey any such confidential information or
trade secrets about other employees of the Company or any of its subsidiaries
or affiliates to any other person except within the scope of Employee’s duties
hereunder.


 


(d)                                 PROPRIETARY RIGHTS; ASSIGNMENT. 
All Employee Developments shall be made for hire by the Employee for the
Company or any of its subsidiaries or affiliates.  “Employee Developments” means any idea,
discovery, invention, design, method, technique, improvement, enhancement,
development, computer program, machine, algorithm or other work or authorship
that (i) relates to the business or operations of the Company or any of
its subsidiaries or affiliates, or (ii) results from or is suggested by
any undertaking assigned to the Employee or work performed by the Employee for
or on behalf of the Company or any of its subsidiaries or affiliates, whether
created alone or with others, during or after working hours.  All Confidential Information and all Employee
Developments shall remain the sole property of the Company or any of its subsidiaries
or affiliates.  The Employee shall
acquire no proprietary interest in any Confidential Information or Employee
Developments developed or acquired during the Term.  To the extent the Employee may, by operation
of law or otherwise, acquire any right, title or interest in or to any
Confidential Information or Employee Development, the Employee hereby assigns
to the Company all such proprietary rights. 
The Employee shall, both during and after the Term, upon the Company’s
request, promptly execute and deliver to the Company all such assignments,
certificates and instruments, and shall promptly perform such other acts, as
the Company may from time to time in its discretion deem necessary or desirable
to evidence, establish, maintain, perfect, enforce or defend the Company’s
rights in Confidential Information and Employee Developments.


 


(e)                                  COMPLIANCE WITH POLICIES AND PROCEDURES. 
During the Term, Employee shall adhere to the policies and standards of
professionalism set forth in the Company’s Policies and Procedures as they may
exist from time to time.


 


(f)                                    REMEDIES FOR BREACH. 
Employee expressly agrees and understands that Employee will notify the
Company in writing of any alleged breach of this Agreement by the Company, and
the Company will have 30 days from receipt of Employee’s notice to cure any
such breach.


 


Employee expressly agrees and understands that the remedy at law for
any breach by Employee of this Section 2 will be inadequate and that damages
flowing from such breach are 


 


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not usually
susceptible to being measured in monetary terms.  Accordingly, it is acknowledged that upon
Employee’s violation of any provision of this Section 2 the Company shall
be entitled to obtain from any court of competent jurisdiction immediate
injunctive relief and obtain a temporary order restraining any threatened or
further breach as well as an equitable accounting of all profits or benefits
arising out of such violation.  Nothing
in this Section 2 shall be deemed to limit the Company’s remedies at law
or in equity for any breach by Employee of any of the provisions of this Section 2,
which may be pursued by or available to the Company.


 


(g)                                 SURVIVAL OF PROVISIONS. 
The obligations contained in this Section 2 shall, to the extent
provided in this Section 2, survive the termination or expiration of
Employee’s employment with the Company and, as applicable, shall be fully
enforceable thereafter in accordance with the terms of this Agreement.  If it is determined by a court of competent
jurisdiction in any state that any restriction in this Section 2 is
excessive in duration or scope or is unreasonable or unenforceable under the
laws of that state, it is the intention of the parties that such restriction
may be modified or amended by the court to render it enforceable to the maximum
extent permitted by the law of that state.


 


3.                                       TERMINATION OF PRIOR AGREEMENTS. 
This Agreement constitutes the entire agreement between the parties and
terminates and supersedes any and all prior agreements and understandings
(whether written or oral) between the parties with respect to the subject
matter of this Agreement.  Employee
acknowledges and agrees that neither the Company nor anyone acting on its
behalf has made, and is not making, and in executing this Agreement, the
Employee has not relied upon, any representations, promises or inducements
except to the extent the same is expressly set forth in this Agreement.  Employee hereby represents and warrants that
by entering into this Agreement, Employee will not rescind or otherwise breach
an employment agreement with Employee’s current employer prior to the natural
expiration date of such agreement


 


4.                                       ASSIGNMENT; SUCCESSORS. 
This Agreement is personal in its nature and none of the parties hereto
shall, without the consent of the others, assign or transfer this Agreement or
any rights or obligations hereunder, provided that, in the event of the merger,
consolidation, transfer, or sale of all or substantially all of the assets of
the Company with or to any other individual or entity, this Agreement shall,
subject to the provisions hereof, be binding upon and inure to the benefit of
such successor and such successor shall discharge and perform all the promises,
covenants, duties, and obligations of the Company hereunder, and all references
herein to the “Company” shall refer to such successor.


 


5.                                       WITHHOLDING. 
The Company shall make such deductions and withhold such amounts from
each payment and benefit made or provided to Employee hereunder, as may be
required from time to time by applicable law, governmental regulation or order.


 


6.                                       HEADING REFERENCES.  Section headings
in this Agreement are included herein for convenience of reference only and
shall not constitute a part of this Agreement for any other purpose.  References to “this Agreement” or the use of
the term “hereof” shall refer to these Standard Terms and Conditions and the
Employment Agreement attached hereto, taken as a whole.


 


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7.                                       WAIVER; MODIFICATION. 
Failure to insist upon strict compliance with any of the terms,
covenants, or conditions hereof shall not be deemed a waiver of such term,
covenant, or condition, nor shall any waiver or relinquishment of, or failure
to insist upon strict compliance with, any right or power hereunder at any one
or more times be deemed a waiver or relinquishment of such right or power at
any other time or times.  This Agreement
shall not be modified in any respect except by a writing executed by each party
hereto.  Notwithstanding anything to the
contrary herein, neither the assignment of Employee to a different Reporting
Officer due to a reorganization or an internal restructuring of the Company or
its affiliated companies nor a change in the title of the Reporting Officer
shall constitute a modification or a breach of this Agreement.


 


8.                                       SEVERABILITY. 
In the event that a court of competent jurisdiction determines that any
portion of this Agreement is in violation of any law or public policy, only the
portions of this Agreement that violate such law or public policy shall be
stricken.  All portions of this Agreement
that do not violate any statute or public policy shall continue in full force
and effect.  Further, any court order
striking any portion of this Agreement shall modify the stricken terms as
narrowly as possible to give as much effect as possible to the intentions of
the parties under this Agreement.


 


9.                                       INDEMNIFICATION. 
The Company shall indemnify and hold Employee harmless for acts and
omissions in Employee’s capacity as an officer, director or employee of the
Company to the maximum extent permitted under applicable law; provided, however,
that neither the Company, nor any of its subsidiaries or affiliates shall
indemnify Employee for any losses incurred by Employee as a result of acts
described in Section 1(c) of this Agreement.


 


ACKNOWLEDGED AND
AGREED:


 


 


	
  Date:

  	
  December 15, 2006

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSN GENERAL PARTNER LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa Letizio

  
	
   

  	
  Name: Lisa Letizio

  
	
   

  	
  Title: EVP Human
  Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Judy A. Schmeling

  
	
   

  	
  Name: Judy A. Schmeling

  



 


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