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1
EXHIBIT 10.15
STOCK APPRECIATION RIGHT AGREEMENT
THIS STOCK APPRECIATION RIGHT AGREEMENT (this “Agreement”), between HSN, Inc., a Delaware corporation
(the “Company”), and the Participant set forth in the Grant Summary (the “Grantee”) is made as of the Grant Date set forth in the
Grant Summary.
1. Award and Vesting of SARs
(a) Subject to the terms, definitions, and provisions of this Agreement and the Company’s Second Amended
and Restated 2008 Stock and Annual Incentive Plan, as amended, (the “Plan”), the Company hereby grants to the Grantee
as of the Award Date a stock appreciation right with respect to the total number of shares of common stock, par value
$0.01 per share (“Common Stock”), and at the grant price per share set forth in the Grant Summary (the “SARs”). Your
Grant Summary, on the Morgan Stanley Stock Plan Connect System or any successor equity administration website or
system (the “Grant Summary”) sets forth the Award Date, the number of SARs granted to you by the Company and the
grant price for such SARs (among other information), and is hereby incorporated by reference to, and shall be read as
part and parcel of, this Agreement. Any defined terms not defined in this Agreement or the Grant Summary shall have
the meaning ascribed to it in the Plan.
(b) Subject to the terms and conditions of this Agreement and the provisions of the Plan, the SARs shall
vest and no longer be subject to any restriction in accordance with the Vesting Period described in the Grant Summary.
(c) Notwithstanding the provisions of Section 1(b) and except as provided in Section 5 of this Agreement,
in the event of termination of the Grantee’s service with the Company during the Vesting Period for any reason, all
remaining unvested SARs shall be forfeited by the Grantee and canceled in their entirety effective immediately upon
such termination.
(d) Unless earlier terminated pursuant to the terms of this Agreement or the Plan, the SARs will expire on
the tenth anniversary of the Award Date.
(e) Nothing in this Agreement shall confer upon the Grantee any right to continue in the employ or service
of the Company or any of its affiliates or interfere in any way with the right of the Company or any such Affiliates to
terminate the Grantee’s service at any time, with or without cause.
1. Exercise.
(a) The vested portion of the SARs shall be exercisable by delivery to the Company of a written notice
stating the number of whole shares of Common Stock in respect of which such SARs are being exercised. The SARs
may not be exercised at any one time as to fewer than 100 shares (or such number of shares as to which the SARs are
then exercisable if less than 100). Fractional share interests shall be disregarded except they may be accumulated.
(b) Upon exercise of any SARs pursuant to this Section 2, Grantee will receive a payment equal to the
difference between the aggregate Fair Market Value of the shares of Common Stock with respect to which such SARs is
exercised and determined as of the exercise date and the aggregate Grant price. Payment shall be made, in the sole
discretion of the Company, in either cash or shares of Common Stock (either in book-entry form or otherwise), and shall
be net of any amounts required to satisfy the Company’s withholding obligations. Any fractional share due to Grantee
upon exercise shall be rounded up to the next full share of Common Stock.
3. Non-Transferability of the SARs
During the Vesting Period and until such time as the SARs are ultimately settled as provided in Section 2 above, the SARs
shall not be transferable by the Grantee by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.
4. Rights as a Stockholder
Except as otherwise specifically provided in this Agreement or the Plan, until the SARs are exercised and only to the
extent the Grantee receives and owns shares of Common Stock, the Grantee shall not be entitled to any rights of a stockholder