Home Shopping Network 2015 Annual Report Download - page 84

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3
“Competing Business” means (i) any merchandising vendor who has engaged in business with the Company within
the last 12 months as of the date of Grantee’s termination or (ii) any company, entity, business or other endeavor, including its
affiliated Internet and digital entities, that are in competition with the Company in the field of television retailing or internet/
digital retailing including, without limitation, QVC, EVINE (f/k/a Shop HQ), or World Shopping Source (aka WSS), or Jewelry
Television, aka America’s Collectibles Network, Inc., or ACNTV, as well as any company which subsequently enters the field
of television retailing as its primary business, or any other field the Company becomes engaged in at any time during the
Prohibited Term which could change from time to time.
8. Forfeiture and Company Right to Recover Fair Market Value of Shares Received Pursuant to RSUs
The parties acknowledge and agree that this Award and any proceeds or value received as a result vesting of this Award
shall be subject to the terms of the Company’s executive compensation recovery (or “clawback”) policy provided for in the
Company’s Code of Business Conduct and Ethics, currently in place and as such policy may be amended from time to time or
any other clawback policy as may be adopted by the Company’s Board of Directors from time-to-time.
9. Other Restrictions
(a) The RSUs shall be subject to the requirement that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or
under any state or federal law, or (ii) the consent or approval of any government regulatory body, then in any such event, the award
of RSUs shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
(b) The Grantee acknowledges that the Grantee is subject to the Company’s policies regarding compliance with
securities laws, including but not limited to its Securities Trading Policy (as in effect from time to time and any successor policies),
and, pursuant to these policies, if the Grantee is on the Company’s insider list, the Grantee may be required to obtain pre-clearance
from the Company’s General Counsel prior to purchasing or selling any of the Company’s securities, including any shares issued
upon vesting of the RSUs, and may be prohibited from selling such shares other than during an open trading window. The Grantee
further acknowledges that, in its discretion, the Company may prohibit the Grantee from selling such shares even during an open
trading window if the Company has concerns over the potential for insider trading.
10. Notices
All notices and other communications under this Agreement shall be in writing and shall be given by overnight courier,
or registered or certified mail, return receipt requested, postage prepaid, hand delivery to the other party, corporate assigned email
address, personal address provided to the Company or Agent or by facsimile, , addressed as follows:
If to the Grantee: at the address last provided by the Grantee to the Company’s Human Resources Department or the
Agent.
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 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, 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