Home Shopping Network 2012 Annual Report Download - page 84

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(b)
In order to reflect the time value of the earlier payment of the Performance Cash payout and to satisfy IRS
Regulation §1.162-
27(e)(2)(iii)(B), the amount of the Performance Cash payout shall be equal to the present value of the amount that
would have been payable had the Participant been employed on the Vesting Date, based upon the whole number of months between the
first day of the month in which the Change in Control occurs and the Vesting Date, and the Federal short-
term rate determined by the
IRS pursuant to §1274 of the Internal Revenue Code for the month in which the Change in Control occurs, compounded monthly.
(a) By accepting the grant evidenced by of this Agreement, the Participant acknowledges and agrees that: (i) the LTIP is established
voluntarily by the Company; it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time
unless otherwise provided in the Plan or this Agreement; (ii) the grant of the award is voluntary and occasional and does not create any
contractual or other right to receive future grants of cash awards, or benefits in lieu of cash awards, even if cash awards have been granted in the
past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company; (iv) the future value of the Cash Award
is unknown and cannot be predicted with certainty; (v) in consideration of the grant of the Cash Award, no claim of entitlement to compensation
or damages shall arise from termination of the Cash Award or diminution in value of the Cash Award resulting from a termination of the
Participant's employment by the Company or Change in Control, and the Participant irrevocably releases the Company from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting the
terms of this Agreement, the Participant shall be deemed irrevocably to have waived any entitlement to pursue such claim; and (vi)
notwithstanding any terms or conditions of the Plan to the contrary, in the event of involuntary termination of the Participant's employment
(whether or not in breach of local labor laws), the Participant's right to receive awards or vest in awards under the Plan, if any, will terminate
effective as of the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local
law (e.g., active employment would not include a period of "garden leave" or similar period pursuant to local law); furthermore, in the event of
involuntary termination of employment (whether or not in breach of local labor laws), the Committee shall have the exclusive discretion to
determine when Participant is no longer actively employed for purposes of the Cash Award.
(b) The Cash Award currently consists of a bookkeeping entry representing the right to receive cash on a date determined in
accordance with this Agreement. Nothing in this Agreement shall create or be deemed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Subsidiary and the Participant.
All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or
by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Participant: at the address last provided by the Participant to the Company's Human Resources
Department.
If to the Company:
HSN, Inc. 1 HSN Drive
St. Petersburg, FL 33729
Attention: General Counsel
Facsimile: (727) 872-1000
or to such other address or facsimile number as any party shall have furnished to the other in writing in accordance with
this Section 8. Notice and communications shall be effective when actually received by the addressee. Notwithstanding
the foregoing, the Participant consents to electronic delivery of documents required to be delivered by the Company
under the securities laws.
7.
Other Agreements and Acknowledgments
8.
Notices