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EXHIBIT 10.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1, dated as of October 9, 2000 ("Amendment No. 1"), to
the Amended and Restated Employment Agreement, dated as of December 2, 1999 (the
"Agreement"), by and between ValueVision International, Inc., a Minnesota
corporation ("Employer") and Gene McCaffery ("Employee"). All capitalized terms
not defined in this Amendment No. 1 shall have the meaning given such term in
the Agreement, unless the context requires otherwise.
WITNESSETH:
WHEREAS, Employer and Employee previously entered into the Agreement,
pursuant to which Employer currently employs Employee pursuant to the terms and
conditions of the Agreement;
WHEREAS, Employer and Employee each have determined that it would be to the
advantage and best interest of Employer and Employee to enter into this
Amendment No. 1 to extend the term of the Agreement and to supplement and modify
certain of Employer's and Employee's obligations and responsibilities under the
Amendment;
WHEREAS, this Amendment No. 1 supplements, modifies and amends certain
provisions of the Agreement, but except as specifically so amended herein, the
Agreement shall continue in full force and effect including, without limitation,
the grant of stock options in the amount of 100,000 shares of Employer's common
stock pursuant to section 4(e) of the Agreement, which options have vested in
accordance with their terms; and
WHEREAS, as provided in the Agreement, the Original Options shall not be
superseded by the Agreement or this Amendment No. 1 and shall be in effect as
provided in the Original Agreement, such Original Options being heretofore
vested for all purposes of Section 4.e. of the Original Agreement.
NOW, THEREFORE, in consideration of the premises and mutual promises
contained in this Amendment No. 1, the parties hereto agree as follows:
1. Extended Term of Employment. Section 2, "Term", of the Agreement is
amended by deleting the first sentence of the Section and replacing it
with the following:
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"Employee's employment under this Agreement, as amended by Amendment No. 1,
in lieu of the Original Agreement shall commence on December 2, 1999 and
shall continue on a full-time basis until April 1, 2004 (the "Term"),
unless earlier terminated as hereinafter provided. The period from December
2, 1999 until March 31, 2001 is referred to as the "Initial Term", and the
period from April 1, 2001 until April 1, 2004 is referred to as the
"Extended Term".
2. Compensation - Base Salary. Section 4.a., "Compensation - Base Salary"
is amended by deleting the sentence and replacing it with the
following:
"Employee shall receive a base salary of Seven Hundred Fifty Thousand and
no/100 Dollars ($750,000) during each year of the Initial Term. Commencing
on the first day of the Extended Term, Employee's base salary shall
increase by Fifty Thousand and no/100 Dollars ($50,000), and shall increase
by an additional Fifty Thousand and no/100 Dollars ($50,000) on each of the
first anniversary and the second anniversary of the commencement of the
Extended Term. The base salary that Employee is receiving at any given time
shall be referred to as the "Base Salary" for purposes of computing Bonus
Salary and other benefits hereunder from time to time. All Base Salary
shall be payable in accordance with Employer's normal payment schedule for
its executive employees."
3. Compensation - Signing Bonus. Section 4.b., "Compensation - Signing
Bonus", is amended by adding the following sentences following the
first sentence in Section 4.b.:
"Upon execution of this Amendment No. 1, Employee shall be entitled to
receive a payment of Five Hundred Thousand and no/100 Dollars ($500,000)
(the "Extended Term Signing Bonus"). In the event that Employee voluntarily
terminates his employment during the Employment Period pursuant to Section
6.c. of the Agreement, other than pursuant to Section 6.e. or Section 6.f.,
then Employee shall repay to the Employer a pro rata portion of the
Extended Term Signing Bonus based on the remaining period of the Extended
Term at the time of such voluntary termination."
4. Stock Options. A new subsection (ii) shall be added as set forth
below, and the existing subsection (ii) shall be redesignated as
subsection (iii):
"(ii) As of the date of this Amendment No. 1, Employer shall grant to
Employee, employee stock options to purchase an aggregate of Four Hundred
and Fifty Thousand and no/100 (450,000) shares of the Employer's Common
Stock (the "Extended Period Options"). The Extended Period Options shall be
granted under an option agreement between Employer and Employee dated as of
the date of this Amendment No. 1, and shall vest and become exercisable by
Employee as follows: on each July 1st, October 1st, January 1st and April
1st during the
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Extended Term, commencing on July 1st 2001 and ending on April 1st, 2004,
options to purchase Thirty-Seven Thousand Five Hundred (37,500) shares
shall vest and become exercisable. The Extended Period Options shall have a
term of ten (10) years, provided that upon the termination of Employee's
employment with Employer, Employee shall have six months from the date of
such termination to exercise any such Options. The Extended Period Options
shall have a per share exercise price equal to $22.50, the closing price of
one share of common stock of Employer as of the closing price of the
Employer's common stock on the last trading day immediately prior to the
date of this Amendment No.1.
5. Retention Bonus. The following changes are made to paragraph 4(f) of
the Agreement, "Compensation - Retention Bonus". In the first sentence
of that paragraph, the word "Term" is changed to "Initial Term"; and
the following sentence is added to the end of the paragraph:
"As an additional incentive to retain Employee through the end of the
Extended Term, Employer shall pay Employee an additional amount equal to
One Million and no/100 Dollars ($1,000,000) (the "Extended Term Retention
Bonus") if (i) Employee remains employed with Employer through the last day
of the Extended Term, (ii) Employee is discharged without Cause pursuant to
Section 6.f. or (iii) Employee resigns following a Change of Control
pursuant to Section 6.f., or (iv) Employee resigns for Employer cause
pursuant to Section 6.e. For the avoidance of doubt, the Extended Term
Retention Bonus is payable in addition to, and not in lieu of, the
Retention Bonus payable to Employee in respect of the Initial Term under
the provisions of the first sentence of Section 4.f. hereof."
6. Other Benefits during the Employment Period. The following new section
is added as section 5.d. to the end of Section 5, "Other Benefits
during the Employment Period":
"5.d. Legal Expenses. Employer shall pay the legal fees and expenses
incurred by Employee in connection with the negotiation and preparation of
this Amendment No. 1, up to a maximum of Twenty-Eight Thousand Dollars
($28,000)."
7. Continued Effect of Agreement. Except as specifically amended by this
Amendment No. 1, the terms and provisions of the Agreement remain
unchanged and the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Amendment No. 1 to be executed as of the day, month and year first above
written.
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EMPLOYER: VALUEVISION INTERNATIONAL, INC.
By: /s/ Marshall S. Geller
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Marshall S. Geller
Chairman of the Compensation
Committee
EMPLOYEE: /s/ Gene McCaffery
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Gene McCaffery
