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1
EXHIBIT 10.16
RESTRICTED STOCK UNIT AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), between HSN, Inc., a Delaware corporation
(the “Company”), and the Participant set forth in the Award Summary (the “Grantee”) is made as of the Grant Date set forth in
the Award Summary.
1. Award and Vesting of RSUs
(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
the number of restricted stock units set forth in the Award Summary (the “RSUs”). Your Award Summary on the Morgan
Stanley Stock Plan Connect or any successor equity administration website or system (the “Award Summary”) sets forth
the number of RSUs granted to you by the Company and the Award Date referred to as the Grant Date in the Award
Summary (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 Award 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 RSUs shall
vest and no longer be subject to any restriction in accordance with the Vesting Period described in the Award 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 RSUs shall be forfeited by the Grantee and canceled in their entirety effective immediately upon
such termination.
(d) 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.
2. Settlement of RSUs
As soon as practicable after any RSUs have vested and are no longer subject to the Vesting Period, such RSUs shall be
settled. Subject to Section 14(d) of the Plan (pertaining to the withholding of taxes), for each RSU settled pursuant to this Section
2, the Company shall (i) if the Grantee is employed within the United States, issue (either in book-entry form or otherwise) one
share of Common Stock for each RSU vesting at such time or (ii) if the Grantee is employed outside the United States, pay, or
cause to be paid, to the Grantee an amount of cash equal to the Fair Market Value of one share of Common Stock for each RSU
vesting at such time. Notwithstanding the foregoing, the Company shall be entitled to hold the shares or cash issuable upon
settlement of RSUs that have vested until the Company or the agent selected by the Company to manage the Plan under which
the RSUs have been issued (the “Agent”) shall have received from the Grantee a duly executed Form W-9 or W-8, as applicable.
3. Non-Transferability of the RSUs
During the Vesting Period and until such time as the RSUs are ultimately settled as provided in Section 2 above, the RSUs
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, the Grantee shall not be entitled to any rights of a stockholder
with respect to the RSUs. Notwithstanding the foregoing, if the Company declares and pays dividends on the Common Stock
during the Vesting Period, the Grantee will be credited with additional amounts for each RSU equal to the dividend that would
have been paid with respect to such RSU if it had been an actual share of Common Stock, which amount shall remain subject to
restrictions (and as determined by the Committee may be reinvested in RSUs or may be held in kind as restricted property) and
shall vest concurrently with the vesting of the RSUs upon which such dividend equivalent amounts were paid. Notwithstanding
the foregoing, dividends and distributions other than regular quarterly cash dividends, if any, may result in an adjustment pursuant
to Section 5.
1. Effect of Corporate Capitalization or Change in Control