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EXHIBIT 10.24
PERFORMANCE AWARD AGREEMENT
THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”), dated as of «award_date» (the “Award Date”)
is between HSN,
Inc., a Delaware corporation (the “Company”), and «Participant» (the “Participant”).
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
(a) Pursuant to the Company's 2012 Long-Term Incentive Program promulgated under the Plan (the “LTIP”),
in order
to encourage Participant's continued contribution to the successful performance of the Company, the Company hereby grants to the
Participant a performance award to be payable in cash in the target amount of «Award Amount»
assuming target performance and to be
adjusted based on actual performance, as more specifically described below (the “Award”).
The Participant hereby acknowledges and
accepts such Award upon the terms and subject to the performance requirements and other conditions, restrictions and limitations
contained in this Agreement and the Plan.
(b) The amount of such Award will be based on the Company's Total Shareholder Return (“TSR”)
performance over
the three year period beginning January 1, 2013 and ending December 31, 2015 (the “Performance Period”)
relative to the TSR
performance of the Comparator Companies (as defined below). The amount of the Award, calculated based on the applicable percentile
ranking of the Company relative to the Comparator Companies, shall be determined based on the schedule attached hereto as
Schedule
A and the terms provided in this Agreement.
(c)
For purposes of this Agreement, TSR means the change in fair market value over the specified period of time,
expressed as a percentage, of an initial investment in specified common stock, including the effect of any dividends actually paid as if
the dividends were invested in the stock of the Company or the Comparator Companies, as the case may be, and proportionately
adjusted for stock splits, reorganizations or similar transactions occurring during the Performance Period, as provided herein or as
determined utilizing such methodology as the Committee, or its delegate, shall have approved. Notwithstanding the foregoing, the
Committee, or its delegate, shall have the discretion to make appropriate and equitable adjustments of the TSR of any company
(including the Company) whose shares trade ex-
dividend as of December 31, 2014; provided, however, that no such adjustment shall be
permitted if it would result in the loss of the otherwise available exemption of the Award under Section 162(m) of the Code. The TSR
shall be based on the trailing 30-
trading day average closing stock prices of the Company and the Comparator Companies measured as
of (and including the 30
th
day) the first and last trading days of the Performance Period.
(d)
For purposes of this Agreement, the Comparator Companies shall be those companies listed on the Standard &
Poor's 500 Retailing Index (the “Index”)
as of January 1, 2013, the first day of the Performance Period; provided, however, that the
Comparator Companies shall be changed as follows:
i.
In the event that a company becomes a member of the Index following January 1, 2013, such company shall not be
taken into account for purposes of this Agreement. However, in the event that, at any time during the Performance
Period, a company is no longer included in the Index, such company shall still be included as a Comparator Company.
ii.
In the event of a merger, acquisition or business combination transaction of a Comparator Company with or by
another Comparator Company, the surviving entity shall remain a Comparator Company, without adjustment to its
financial or market structure provided that the surviving company is still in the Index.
iii.
In the event of a merger of a Comparator Company with or by an entity that is not a Comparator Company, or the
acquisition or business combination transaction by a Comparator Company of or with an entity that is not a
Comparator Company, in each case, where the Comparator Company is the surviving entity, the surviving entity shall
remain a Comparator Company, without adjustment to its financial or market structure, provided that the Comparator
Company is still in the Index;
iv.
In the event of a merger or acquisition or business combination transaction of a Comparator Company with or by an
entity that is not a Comparator Company or other form of “going private” transaction