VALUEVISION MEDIA INC
FORM OF SALARY CONTINUATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>c79551exv10w2.txt
<DESCRIPTION>FORM OF SALARY CONTINUATION AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.2


                          SALARY CONTINUATION AGREEMENT


         THIS SALARY CONTINUATION AGREEMENT (this "Agreement") made as of the
2nd day of July, 2003, by and between ValueVision Media, Inc., a Minnesota
corporation (the "Company"), and_______________, a resident of Minnesota
("Employee").

                                   BACKGROUND

         A. The Company considers the establishment and maintenance of a sound
and vital management to be essential to protecting and enhancing the best
interests of the Company and its shareholders.

         B. The Company wishes to provide Employee with severance arrangements
in the event of Employee's termination of employment under certain
circumstances, and to receive from Employee certain agreements and covenants, as
set forth in this Agreement.

         C. In consideration of the premises and mutual promises contained in
this Agreement, the parties hereto agree as follows.

                                    AGREEMENT

1.       Termination of Employment.

         (a)      Termination Date. Employee's employment with the Company or
                  any affiliate of the Company may be terminated by the Company
                  or by Employee at any time for any reason. Employee's
                  employment will terminate immediately upon the death or
                  Disability of Employee. The date upon which Employee's
                  termination of employment is effective shall be the
                  "Termination Date."

         (b)      Termination By the Company For Cause or By Employee Without
                  Good Reason. If the Company terminates Employee's employment
                  for Cause, or if Employee terminates Employee's employment
                  without Good Reason, the Company will pay to Employee the base
                  salary and other compensation, if any, earned through the
                  Termination Date, in accordance with the regular policies and
                  practices of the Company. Employee will not be entitled to
                  receive any other salary or compensation from the Company
                  following the Termination Date.

         (c)      Termination By Employee for Good Reason or By Company Without
                  Cause.

                  (1)      Payments. Subject to Section 18(a), if Employee gives
                           written notice of intention to terminate Employee's
                           active employment for Good Reason or if the Company
                           gives written notice of intention to terminate
                           Employee's active employment for any reason other
                           than Cause, death or Disability (the date of delivery
                           of such notice to the other party, the "Notice
                           Date"),





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                           then Employee will continue as an inactive employee
                           on the Company's payroll during the Severance Period
                           (as defined below), and during the Severance Period
                           will provide the consultation services to the Company
                           pursuant to Section 19, and the Company will pay to
                           Employee the base salary and other compensation, if
                           any, earned through the Notice Date, in accordance
                           with the regular policies and practices of the
                           Company, and, subject to Section 2 below, will also:

                           (A)      pay to Employee the actual bonus award,
                                    under any bonus plan or program in which
                                    Employee is a participant as of the Notice
                                    Date, that Employee would have received for
                                    the fiscal year in which the Notice Date
                                    occurs, prorated for the number of days from
                                    the beginning of the fiscal year until the
                                    Notice Date, and payable at the time that
                                    bonus payments for such fiscal year are paid
                                    to other executive employees of the Company;

                           (B)      pay to Employee, in a lump-sum payment
                                    within 25 business days following the Notice
                                    Date, an amount equal to the annual bonus
                                    objective or target for such Employee for
                                    the fiscal year in which the Notice Date
                                    occurs;

                           (C)      continue to pay to Employee as severance
                                    pay, in accordance with the regular payroll
                                    practices of the Company for a period of
                                    twenty-four (24) months following the Notice
                                    Date (the "Severance Period"), an amount
                                    equal to Employee's base salary plus auto
                                    allowance, at the rates in effect on the
                                    Notice Date or at such higher rates, if any,
                                    in effect during the one-year period
                                    immediately preceding the Notice Date;

                           (D)      if Employee is eligible for and elects
                                    continuation coverage under the Company's
                                    group medical, dental or life insurance
                                    plans, pay on Employee's behalf or reimburse
                                    Employee for (such payment method to be at
                                    the Company's option) the premiums Employee
                                    is required to pay to continue such coverage
                                    from the Notice Date until the earlier of
                                    (i) twenty-four (24) months following the
                                    Notice Date, (ii) the date on which Employee
                                    becomes eligible for other group medical,
                                    dental or life insurance benefits from
                                    another employer, and (iii) the date on
                                    which such continuation coverage ends in
                                    accordance with the terms of the applicable
                                    plans and laws, provided that if the
                                    Company's payments hereunder are taxable to
                                    Employee the Company shall gross up such
                                    premium payments to cover estimated federal,
                                    state, and local taxes on such payments as
                                    determined in good faith by the Company. For
                                    the avoidance of doubt, Employee will not be
                                    eligible to participate in the Company's
                                    401(k) plan following the Notice Date; and




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                           (E)      pay to Employee, in a lump sum in accordance
                                    with the Company's regular policies and
                                    practices, all accrued and unused vacation
                                    time earned through the Notice Date.

                  (2)      Options and Restricted Stock. Subject to Section
                           18(a), if Employee terminates Employee's employment
                           for Good Reason or if the Company terminates
                           Employee's employment for any reason other than
                           Cause, death or Disability, and if Employee has been
                           granted any stock options or restricted stock by the
                           Company, unless otherwise provided in any plan or
                           agreement applicable to any stock options or
                           restricted stock granted to Employee prior to the
                           date of this Agreement:

                           (A)      the vesting of such options or stock which
                                    have not yet vested will accelerate and vest
                                    in full as of the last day of the Severance
                                    Period; and

                           (B)      Employee will have a period of 90 days from
                                    the last day of the Severance Period in
                                    which to exercise any stock options granted
                                    by the Company, and after such date, any
                                    stock options which have not been exercised
                                    will be cancelled and be null and void.

         (d)      Termination Due to Disability. Employee's employment with the
                  Company or any affiliate of the Company will be deemed to
                  terminate immediately upon a Disability of Employee. If
                  Employee's employment terminates due to Disability, the
                  Company will pay to Employee the base salary and other
                  compensation, if any, earned through the Termination Date, in
                  accordance with the regular policies and practices of the
                  Company, and will also pay the actual bonus award, under any
                  bonus plan in which Employee is a participant as of the
                  Termination Date, that Employee would have received for the
                  fiscal year in which the Termination Date occurs, prorated for
                  the number of days from the beginning of the fiscal year until
                  the Termination Date, and payable at the time that bonus
                  payments for such fiscal year are paid to other executive
                  employees of the Company. Employee will not be entitled to
                  receive any other salary or compensation from the Company
                  following the Termination Date, but may receive long-term
                  disability benefits to the extent eligible in accordance with
                  the terms and conditions of any plan or program in which
                  Employee is a participant;

         (e)      Termination Due to Death. Employee's employment with the
                  Company or any affiliate of the Company will end immediately
                  upon Employee's death. If Employee's employment terminates due
                  to death, the Company will pay to Employee's estate the base
                  salary and other compensation, if any, earned through the
                  Termination Date, in accordance with the regular policies and
                  practices of the Company, and, subject to Section 2 below,
                  will also pay to Employee's estate the actual bonus award,
                  under any bonus plan in which Employee is a participant as of
                  the Termination Date, that Employee would have received for
                  the fiscal year in which the Termination Date occurs, prorated
                  for the number of days from the




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                  beginning of the fiscal year until the Termination Date, and
                  payable at the time that bonus payments for such fiscal year
                  are paid to other executive employees of the Company;


         (f)      Cause. "Cause" means:

                  (1)      a material act or acts of fraud which result in or
                           are intended to result in Employee's personal
                           enrichment at the direct expense of the Company,
                           including without limitation, theft or embezzlement
                           from the Company;

                  (2)      material violation by Employee of any written Company
                           policy, regulation or practice;

                  (3)      conviction of Employee of a felony; or

                  (4)      material breach by Employee of any provision of this
                           Agreement, of any employment agreement between
                           Employee and the Company, or of Employee's
                           obligations as an officer or employee of the Company.

         (g)      Good Reason. "Good Reason" means the occurrence of any one or
                  more of the following events without Employee's express
                  written consent:

                  (1)      the Company reduces, diminishes or changes in an
                           adverse manner to the Employee the title or executive
                           duties and responsibilities of Employee, or reduces
                           the base salary, automobile allowance, bonus
                           objective, and/or benefits of Employee, except as
                           part of an across-the-board compensation reduction or
                           change in benefits or bonus plan applicable on the
                           same basis to all executives of the Company (provided
                           that any such reduction(s) or change(s) shall not in
                           the aggregate during the three (3) years following
                           the date of this Agreement exceed an amount equal to
                           ten percent (10%) of Employee's total cash
                           compensation during the 12 month period immediately
                           preceding the first such reduction or change);

                  (2)      the Company materially breaches its obligations to
                           pay Employee, and such failure to pay is not a result
                           of a good faith dispute between the Company and
                           Employee; or

                  (3)      the Company requires Employee to be based at any
                           office or location greater than 60 miles from the
                           location of Employee's primary work location as of
                           the date hereof;

                  provided, however, that such occurrences will not be deemed to
                  be Good Reason unless and until the Company has received from
                  Employee written notice of such occurrence stating the basis
                  for the Employee's determination that Good Reason for
                  termination exists, the Company has not cured such occurrence
                  within 30 days





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                  (ten days with regard to any occurrence described in Section
                  1(g)(2) above) following receipt by the Company of such
                  notice; and provided further that in the case of Section
                  1(g)(3) above, that Employee will be obligated to continue to
                  perform his duties at Employee's current location until
                  released by the Company.

         (h)      Disability. "Disability" means a continuing condition of
                  Employee that has been determined to meet the criteria set
                  forth in the Company's Long Term Disability Plan, or similar
                  successor long-term disability insurance plan, to render a
                  participant eligible for long-term disability benefits under
                  such plan, whether or not Employee is in fact covered by such
                  plan. The determination shall be made by the insurer of the
                  plan or, if Employee is not covered by the plan, by the
                  Company in its sole discretion.

         (i)      Company Obligations. In the event of termination of Employee's
                  employment, the sole obligation of the Company hereunder is
                  its obligation to make the payments called for by this Section
                  1, as applicable, and to honor the terms of existing stock
                  option and restricted stock agreements, together with
                  applicable plans, including any accelerated vesting thereof as
                  provided in this Agreement, and the Company will have no other
                  obligation to Employee or to Employee's beneficiary or
                  Employee's estate, except as otherwise provided by law, under
                  the terms of any other applicable agreement between Employee
                  and the Company, or under the terms of any employee benefit
                  plans or programs then maintained by the Company in which
                  Employee participates.

         (j)      Tax Withholding. All payments made to Employee or on
                  Employee's behalf under this Agreement shall be subject to
                  withholding for all applicable federal, state and other taxes
                  and other withholdings required by law.

2.       Conditions for Receipt of Severance. Notwithstanding the foregoing
         provisions of this Agreement, the Company is not obligated to make any
         payments to Employee under Sections 1(c), or pay the bonus amounts
         referred to in Sections 1(d) or 1(e), as the case may be, unless and
         until Employee or, if applicable, the legal representative on behalf of
         Employee's estate, signs a release of claims in favor of the Company
         and its affiliates in a form to be prescribed by the Company, all
         applicable consideration and rescission periods provided by law shall
         have expired, and Employee is in strict compliance with the terms of
         this Agreement as of the dates of such payments.

3.       Confidential Information. Employee acknowledges that the confidential
         information and data obtained by Employee during the course of
         Employee's employment by the Company or any affiliate of the Company
         concerning the business or affairs of the Company or any affiliate is
         the property of the Company and will be confidential to the Company.
         Such confidential information may include, but is not limited to,
         customer data or lists, vendor data or lists, contracts with vendors or
         other third parties, business plans, prospects or opportunities,
         software codes or development work, financial information, including
         the financial terms with or performance of vendors, and trade secrets,
         but does not include Employee's general business or direct marketing
         knowledge





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<PAGE>

         (the "Confidential Information"). All the Confidential Information
         shall remain the property of the Company and Employee agrees that
         Employee will not disclose to any unauthorized persons or use for
         Employee's own account or for the benefit of any third party any of the
         Confidential Information without the Company's written consent.
         Employee agrees to deliver to the Company at the termination of
         employment, all memoranda, notes, plans, records, reports, video and
         audio tapes and any and all other documentation (and copies thereof),
         whether in electronic, written, photographic or video form, relating to
         the business of the Company or any affiliate, which Employee may then
         possess or have under Employee's direct or indirect control.
         Notwithstanding any provision herein to the contrary, Confidential
         Information does not include information which is publicly available to
         Employee and others by proper means, readily ascertainable from public
         sources, known to Employee at the time the information was disclosed or
         which is rightfully obtained from a third party; information required
         to be disclosed by law, provided Employee provides notice to the
         Company to permit the Company to seek a protective order; or
         information disclosed by Employee to Employee's attorney regarding
         litigation with the Company.

4.       Inventions and Patents.

         (a)      Assignment of Rights. Employee agrees that all inventions,
                  innovations or improvements in the method of conducting the
                  Company's business or otherwise related to the Company's
                  business (including new contributions, improvements, ideas and
                  discoveries, whether patentable or not) ("Inventions")
                  conceived or made by Employee during Employee's employment
                  with the Company or any affiliate of the Company. Employee
                  will promptly disclose any and all Inventions to the Company,
                  assign to the Company Employee's entire right, title and
                  interest in and to any and all Inventions and any and all
                  letters patent filed or issued in connection with such
                  Inventions, and perform all actions reasonably requested by
                  the Company to establish and confirm such ownership.

         (b)      Exception. This Section 4 does not apply to any invention for
                  which no equipment, supplies, facilities, confidential,
                  proprietary or secret knowledge or information, or other trade
                  secret information of the Company was used and that was
                  developed entirely on Employee's own time, and (i) that does
                  not relate (A) directly to the business of the Company or any
                  affiliate of the Company, or (B) to the Company's or any
                  affiliate's actual or demonstrably anticipated research or
                  development, or (ii) that does not result from any work
                  performed by Employee for the Company or any affiliate of the
                  Company.

5.       Noncompete and Related Agreements.

         (a)      Covenants of Employee. Employee agrees that during the
                  Noncompetition Period (as herein defined), Employee will not:
                  (i) directly or indirectly own, manage, control, participate
                  in, lend Employee's name to, act as consultant or advisor to
                  or render services for, alone or in association with any other
                  person, firm, corporation or other business organization, any
                  other person or entity engaged as a





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<PAGE>

                  competitor to the Company or any of its affiliates in the live
                  television home shopping business or an ecommerce business
                  affiliated with a live television home shopping business (the
                  "Restricted Business"), anywhere within the United States that
                  the Company or any of its affiliates operates during
                  Employee's employment (the "Restricted Area"); (ii) have any
                  interest directly or indirectly in any business engaged in the
                  Restricted Business in the Restricted Area other than the
                  Company (provided that nothing herein will prevent Employee
                  from owning in the aggregate not more than 1.0% of the
                  outstanding stock of any class of a corporation engaged in the
                  Restricted Business in the Restricted Area which is publicly
                  traded, so long as Employee has no participation in the
                  management or conduct of business of such corporation); (iii)
                  induce or attempt to induce any employee of the Company or of
                  any affiliate of the Company to leave his or her employ, or in
                  any other way interfere with the relationship between the
                  Company or any affiliate of the Company and any other
                  employee; or (iv) induce or attempt to induce any customer,
                  supplier, franchisee, licensee, other business relation of the
                  Company or any affiliate of the Company to cease doing
                  business with the Company or any affiliate of the Company, or
                  in any way interfere with the relationship between any
                  customer, franchisee or other business relation and the
                  Company or any affiliate of the Company, without the prior
                  written consent of the Company. For purposes of this
                  Agreement, the "Noncompetition Period" shall mean the period
                  commencing as of the date of this Agreement and ending on the
                  date that is 180 days following the later of the Termination
                  Date or the last day of the Severance Period.

         (b)      Acknowledgement. Employee acknowledges that the provisions of
                  this Section 5 are reasonable and necessary to protect the
                  legitimate interests of the Company. If, at the time of
                  enforcement of any provisions of this Section 5, a court of
                  competent jurisdiction holds that the restrictions stated
                  herein are unreasonable and not enforceable under applicable
                  law, such provision shall be construed to cover only that
                  duration, scope or activity that is determined to be valid and
                  enforceable. The parties hereto agree that the duration, scope
                  and activities reasonable under such circumstances will be
                  substituted for any unenforceable provisions.

6.       Termination of Existing Agreements. Except as specifically provided
         herein, this Agreement supersedes and replaces in their entirety any
         and all prior understandings, employment or other agreements or
         representations, written or oral, by or between Employee and the
         Company or any affiliate of the Company, relating to the payment of or
         containing any provisions regarding any severance or termination
         benefits to or for Employee upon the termination of the employment
         relationship, and as of the date of this Agreement, all such
         understandings, agreements and representations shall terminate and
         shall be of no further force or effect. Notwithstanding the preceding
         sentence, nothing in this Agreement shall be construed or interpreted
         as terminating or canceling (i) any written stock option or restricted
         stock agreement signed by the Company and Employee in effect as of the
         date of this Agreement, or (ii) the terms of any stock option or
         restricted stock granted to Employee by the Company prior to the date
         of this Agreement.




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<PAGE>

7.       Dispute Resolution. If Employee disputes any determination made by the
         Company regarding Employee's eligibility for any payments under this
         Agreement, the amount or terms of any payment under this Agreement, or
         the Company's application of any provision of this Agreement, then
         Employee will, before pursuing any other remedies that may be available
         to Employee, seek to resolve such dispute by submitting a written claim
         notice to the Company. The notice by Employee shall explain the
         specific reasons for Employee's claim and all bases therefor. The Board
         of Directors of the Company or its Compensation Committee will review
         such claim and the Company will notify Employee in writing of its
         response within 60 days of the date on which Employee's notice of claim
         was given. The notice responding to Employee's claim will explain the
         specific reasons for the decision. Employee agrees to submit a written
         claim hereunder and will not pursue any other process for resolution of
         such claim until Employee receives the Company's response to such
         claim, provided that if Employee does not receive a response to such
         claim within 70 days after giving notice to the Company of the claim,
         Employee may pursue any other process for resolution of such claim.
         This Section 7 does not otherwise affect any rights that Employee or
         the Company may have in law or equity to seek any right or benefit
         under this Agreement.

8.       Remedies. Employee acknowledges that a breach of this Agreement by
         Employee will cause substantial and irreparable harm to the Company and
         money damages would be inadequate to fully compensate the Company.
         Accordingly, in the event of any actual breach or threatened breach of
         Employee's obligations under this Agreement, the Company will be
         entitled to injunctive and other equitable relief without the necessity
         of proving actual monetary damages. Such equitable remedies, however,
         will be cumulative and nonexclusive and will be in addition to any
         other remedy to which the Company may be entitled.

9.       Sale, Consolidation or Merger. In the event of a sale of all or
         substantially all of the stock of the Company, or consolidation or
         merger of the Company with or into another corporation or entity, or
         the sale of all or substantially all of the operating assets of the
         Company to another corporation, entity or individual, the Company may
         assign its rights and obligations under this Agreement to its
         successor-in-interest and such successor-in-interest will be deemed to
         have acquired all rights and assumed all obligations of the Company
         hereunder.

10.      No Offset - No Mitigation. Employee shall not be required to mitigate
         damages under this Agreement by seeking other comparable employment.
         The amount of any payment provided for in this Agreement shall not be
         reduced by any compensation or benefits earned by or provided to
         Employee as the result of employment by another employer.

11.      Waiver. The failure of either party to insist, in any one or more
         instances, upon performance of the terms or conditions of this
         Agreement will not be construed as a waiver or relinquishment of any
         right granted hereunder or of the future performance of any such term,
         covenant or condition.



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12.      Attorney's Fees. In the event of any action for breach of, to enforce
         the provisions of, or otherwise arising out of or in connection with
         this Agreement, the prevailing party in such action, as determined by a
         court of competent jurisdiction in such action, will be entitled to
         receive its reasonable attorney fees and costs from the other party.

13.      Notices. Any notice to be given hereunder shall be deemed sufficient if
         given in writing and delivered personally or delivered by registered or
         certified mail: (i) in the case of the Company, to the Company's
         principal business office with attention to the General Counsel, and
         (ii) in the case of Employee, to Employee's last known address
         appearing on the records of the Company, or to such other address as
         such party may designate in writing to the other party.

14.      Severability. In the event that any provision of this Agreement is held
         to be invalid or unenforceable for any reason whatsoever, the parties
         agree that such invalidity or unenforceability will not affect any
         other provision of this Agreement and the remaining covenants,
         restrictions and provisions hereof will remain in full force and effect
         and any court of competent jurisdiction may modify any objectionable
         provision to make it valid, reasonable and enforceable.

15.      Amendment. This Agreement may be amended only by an agreement in
         writing signed by both parties.

16.      Benefit. This Agreement is binding upon and inures to the benefit of
         and is enforceable by and against Employee's heirs, beneficiaries and
         legal representatives. The rights and obligations of Employee may not
         be delegated or assigned except as specifically set forth in this
         Agreement.

17.      Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of Minnesota.

18.      Term of Certain Obligations. Unless extended by mutual written
         agreement of the parties prior to or upon the third anniversary of the
         date of this Agreement: (a) the Company's obligations to make the
         payments or provide the benefits set forth in Sections 1(c)(1)(A)
         through 1(c)(1)(D) of this Agreement or to pay the bonus amounts
         referred to in Section 1(d) and 1(e), and any acceleration of vesting
         of stock option or restricted stock grants authorized pursuant to
         Section 1(c)(2)(A) of this Agreement, shall only be effective and
         enforceable with respect to terminations of employment where the
         Termination Date, or the Notice Date with respect to terminations by
         Employee for Good Reason or by Company without Cause, is prior to or
         upon the third (3rd) anniversary of the date of this Agreement; and (b)
         the Employee's obligations pursuant to Section 5 of this Agreement
         shall terminate on the Termination Date, notwithstanding Section 5(a)
         of this Agreement, with respect of terminations of employment where the
         Termination Date is subsequent to the third (3rd) anniversary of the
         date of this Agreement.

19.      Consultation Services. Employee agrees that, during the Severance
         Period, the Company may from time to time seek Employee's advice or
         consult with Employee, at reasonable





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         times mutually agreed by the parties, with respect to matters that
         Employee handled or issues with which Employee has particular knowledge
         or expertise.


         IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed as of the day, month and year first above written.


COMPANY:                               VALUEVISION MEDIA, INC.


                                       By :
                                          Name:
                                               ------------------------------
                                          Its:
                                               ------------------------------


EMPLOYEE:
                                       --------------------------------------





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