Exhibit 10.19

ValueVision Media, Inc.

Compensation of Directors*


1.
Compensation for service on the Board:
$65,000 per annum cash compensation
Annual grant of 8,000 shares of restricted stock (vesting on the day immediately prior the next following annual shareholders meeting after the date of grant); grant is made immediately following each annual shareholders meeting
New directors receive a one-time grant of 30,000 stock options upon joining the Board.
2.
Additional Compensation for Chairman of the Board:
Additional cash compensation of $65,000 per annum
Annual grant of 20,000 stock options per annum, with the option grant made immediately following the annual shareholders meeting
3.
Additional Cash Compensation for service on Committees of the Board:
$12,000 per annum for serving as Chairman of Compensation, Finance or Governance Committee
$20,000 per annum for serving as Chairman of Audit Committee
$10,000 for other members of the Audit Committee
Fees as determined by the Board for service on special committees that may be established from time to time and other assignments, as required
4.
Miscellaneous
Stock Ownership Guidelines: Non-Management Directors are expected to hold four times (4x) their annual cash retainer and the committee fees paid by the company, to be obtained within five years from April 2011.
Indemnification Agreement
5.
Per Meeting Fees:
No per meeting fees
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*Directors who are a member of ValueVision Media, Inc. management do not receive any compensation for their service on the Board of Directors or the Committees thereof.