Home Shopping Network 2012 Annual Report Download - page 89

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7. Other Agreements and Acknowledgments
(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 Award is
unknown and cannot be predicted with certainty; (v) in consideration of the grant of the Award, no claim of entitlement to compensation or
damages shall arise from termination of the Award or diminution in value of the 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 the Participant
is no longer actively employed for purposes of the Award.
(b) The 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 or Affiliate and the Participant.
8. Notices
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.
9. Effect of Agreement
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.
10. Laws Applicable to Construction; Consent to Jurisdiction
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 Award is 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 Pinellas County, State of Florida, which shall be the exclusive jurisdiction for