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EXHIBIT 10.21
AMENDED AND RESTATED
PERFORMANCE CASH AWARD AGREEMENT
THIS AMENDED AND RESTATED PERFORMANCE CASH AWARD AGREEMENT (this “Agreement”),
dated as of February 25,
2013 is between HSN, Inc., a Delaware corporation (the “Company”), and «Participant» (the “Participant”)
and amends and restates the
Performance Cash Award Agreement between the Company and Participant dated February 21, 2012 (the “Award Date”).
Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed to such terms in the Company's Second Amended and Restated 2008
Stock and Annual Incentive Compensation Plan, as amended (the “Plan”).
1. Award and Vesting of Cash Award
(a)
In order to encourage Participant's continued contribution to the successful performance of the Company, the
Company hereby grants to the Participant, as of the Award Date, a performance cash award in the amount of «Award Amount» (
the
“Cash Award”), pursuant to the Company's Long-Term Incentive Program promulgated under the Plan (the “LTIP”).
The Participant
hereby acknowledges and accepts such Cash Award upon the terms and subject to the performance requirements and other conditions,
restrictions and limitations contained in this Agreement.
(b)
Subject to Sections 5 and 6 of this Agreement, the total Cash Award shall vest on December 31, 2013 (the
“Vesting Date”).
(c)
Nothing in this Agreement shall confer upon the Participant any right to continue in the employ or service of the
Company or any of its affiliates or interfere in any way with the right of the Company or any such Affiliates to terminate the
Participant's service at any time, with or without cause.
Except as provided in Sections 5 and 6 below, the Cash Award shall be payable to the Participant shortly after approval of the Award by
the Company's Compensation and Human Resources Committee to the extent required but in any event no later than seventy-
five (75) days after
the end of the Performance Period. To the extent required by federal, state or local law, the Company shall have the right to withhold and deduct
from the payments due to Participant pursuant to the Cash Award, amounts that would otherwise be delivered pursuant hereto for the payment of
taxes or other amounts required by law and to take such other action as may be necessary in the option of the Company to satisfy all obligations
for withholding of such taxes.
The Cash Award shall not be transferable by the Participant by means of sale, assignment, exchange, encumbrance, pledge, attachment
or otherwise transferred or encumbered and any such purported assignment, exchange, encumbrance, pledge or attachment shall be void and
unenforceable against the Company.
4. Rights as a Stockholder
The Participant shall not be entitled to any rights of a stockholder.
Notwithstanding the provisions of Section 1(b) and except as provided in Section 6, in the event of termination of the Participant's
service with the Company prior to the Vesting Date for any reason, including by reason of death or Disability, the entire amount of the unvested
Cash Award shall be forfeited by the Participant and canceled in its entirety effective immediately upon such termination.
(a)
In the event that a Change in Control, as defined in Section 10(c) of the Plan, occurs prior to the Vesting Date and
provided Participant is employed on the effective date of the Change in Control, Participant will receive the Cash Award, discounted as
provided in (b) below. Such payout shall be made as soon as practical after the effective date of the Change in Control, but in no event
later than March 15
th
of the year following the year in which the Change in Control occurs.
2.
Settlement of Cash Award
3. Non-
Transferability of the Award
1.
Forfeiture
2.
Adjustment in the Event of Change in Control