Home Shopping Network 2012 Annual Report Download - page 85

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Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of
any successor or successors of the Company.
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of
Delaware without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly
within the State of Delaware. In addition to the terms and conditions set forth in this Agreement and the Summary of
Award, the RSUs are subject to the terms and conditions of the Plan, which are hereby incorporated by reference.
Any and all disputes arising under or out of this Agreement, including without limitation any issues involving the
enforcement or interpretation of any of the provisions of this Agreement, shall be resolved by the commencement of an
appropriate action in the state or federal courts located within the State of Florida, which shall be the exclusive
jurisdiction for the resolution of any such disputes. The Participant hereby agrees and consents to the personal
jurisdiction of said courts over the Participant for purposes of the resolution of any and all such disputes.
The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement.
In the event of any conflict between this Agreement, the LTIP and the Plan, the Plan shall control. In the event of
any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including,
without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret
the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other
determinations deemed necessary or advisable for the administration of the Plan.
The Company may modify, amend or waive the terms of the award, prospectively or retroactively, but no such
modification, amendment or waiver shall impair the rights of the Participant without his or her consent, except as
required by applicable law, NASDAQ or stock exchange rules, tax rules or accounting rules. The waiver by either party
of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision
of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
The headings of paragraphs herein are included solely for convenience of reference and shall not affect the
meaning or interpretation of any of the provisions of this Agreement.
9.
Effect of Agreement
10.
Laws Applicable to Construction; Consent to Jurisdiction
11.
Severability
12.
Conflicts and Interpretation
13.
Amendment
14.
Headings