Home Shopping Network 2012 Annual Report Download - page 90

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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.
11. Severability
The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
12. Conflicts and Interpretation
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 and this Agreement.
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.
15. Data Protection
The Participant authorizes the release from time to time to the Company (and any of its Subsidiaries or Affiliated companies) (together,
the “Relevant Companies”)
of any and all personal or professional data that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”).
Without limiting the above, the Participant permits his or her employing company to collect,
process, register and transfer to the Relevant Companies all Relevant Information (including any professional and personal data that may be
useful or necessary for the purposes of the administration of the Plan and/or this Agreement and/or to implement or structure any further grants
of equity awards (if any)). The Participant hereby authorizes the Relevant Information to be transferred to any jurisdiction in which the
Company or his or her employing company considers appropriate. The Participant shall have access to, and the right to change, the Relevant
Information. Relevant Information will only be used in accordance with applicable law.
13.
Amendment
14.
Headings