Home Shopping Network 2015 Annual Report Download - page 80

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If to the Company: HSN, Inc.
1 HSN Drive
St. Petersburg, FL 33729
Attention: General Counsel
Facsimile: [phone]
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. Notices and communications shall be effective upon the earlier of (i) when actually received by the addressee, (ii) four
business days if by registered or certified mail, (iii) next business day if sent via overnight delivery, e-mail, facsimile, or electronic
delivery. The Grantee consents to electronic delivery of (i) all communications under the Plan or necessary for administration of
the Plan and (ii) any documents required to be delivered by the Company under the securities laws.
11. 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.
12. 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 Grant Summary, the SARs 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 Grantee hereby agrees and consents to the personal jurisdiction of said courts over the Grantee for
purposes of the resolution of any and all such disputes.
13. 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.
14. Conflicts and Interpretation
In the event of any conflict between this Agreement 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.
In the event of any (i) conflict between the Grant Summary (or any information posted on the Morgan Stanley Stock Plan
Connect System) and this Agreement, the Plan and/or the books and records of the Company, or (ii) ambiguity in the Grant
Summary (or any information posted on the Morgan Stanley Stock Plan Connect System), this Agreement, the Plan and/or the
books and records of the Company, as applicable, shall control.
15. Amendment
The Company may modify, amend or waive the terms of the SAR award, prospectively or retroactively, but no such
modification, amendment or waiver shall impair the rights of the Grantee 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.
16. Headings