Exhibit 10.1


 





	 	 	MyLinh
                         Hong


SVP,
Human Resources & Administration


6740
Shady Oak Road


Eden
Prairie, MN 55344


(952)
943-6226




 


June 16, 2021


 


Monty Wageman


12060 Kelley Ln


Rogers, Mn 55374


 


Dear Monty,


 


On behalf of iMedia Brands,
Inc. (the “Company”), I am pleased to confirm the details of your promotion:


 


TITLE; EFFECTIVE DATE; RESPONSIBILITIES


 


Effective as of June 16, 2021 (the “Effective
Date”), your title will be Senior Vice President, Chief Financial Officer. You will report to Tim Peterman, Chief Executive Officer.
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


 


As of the Effective Date, your base salary will
be at the rate of $300,000 per year.


 


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 F30Y 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 or a committee thereof (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 2021 fiscal year and will be prorated based on the Effective 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.


 


Promotion Award: iMedia will grant to you
equity compensation awards to acquire up to 10,000 shares of iMedia’s common stock, with 50% of the award in restricted stock units
and 50% of the award in stock options. The option exercise price will equal the fair market value of iMedia’s common stock on the
date of grant, which will be two business days following iMedia’s next earnings press release. Your promotional award will vest
on a 3-year vesting schedule beginning on the first anniversary of the date of grant. This award will be subject to the terms and conditions
set forth in the award agreement and the terms and conditions applicable in the Company’s 2020 Equity Incentive Plan.


 





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WITHHOLDING


 


All salary and other payments you receive from
the Company will be subject to applicable withholding taxes.


 


BENEFITS


 


This promotion does not have an impact to your
current benefit elections or your time off award. 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.


 


Severance:
You are eligible to participate in the Executives’ Severance Benefit Plan, and your employment
is subject to the terms and conditions set forth in the Executives’ Severance Benefit Plan. All benefits received under that plan
are subject to the execution of a separation agreement and general release. The Executives’ Severance Benefit Plan is administered
at the sole discretion of the Compensation Committee of the Board of Directors based upon such terms and conditions determined by the
Committee. 


 


EMPLOYMENT AT WILL


 


Your employment with the Company will continue
to be “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 your new terms of employment, but it does not constitute a contract of employment for
any specific length of time.


 


As a condition of this promotion, you will be
required to sign a protective covenants agreement, a copy of which is enclosed. The company reserves the right to change terms and conditions
of this offer and, if accepted, the terms and conditions of your employment, at any time in its sole discretion.


 


The company reserves the right to change terms
and conditions of this offer and, if accepted, the terms and conditions of your employment, at any time in its sole discretion.


 


Monty, thank you for your contributions and we
wish you every success in your new position.


 


Should you have any questions, please feel free
to contact me at 952.943.6226.


 


Sincerely,


 





	/s/ MyLinh Hong	 



 


MyLinh Hong


SVP Human Resources & Administration


 


Monty Wageman


 





	Signature:  	/s/ Monty Wageman	 



 


Date: 6/16/2021




 





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