Home Shopping Network 2015 Annual Report Download - page 85

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4
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 Award Summary, the RSUs 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 Award 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 Award
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 RSU 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
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.
17. Counterparts
This Agreement may be executed in counterparts, which together shall constitute one and the same original.
18. Data Protection
The Grantee authorizes the release from time to time to the Company (and any of its subsidiaries or affiliated companies)
and to the Agent (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, Grantee 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)). Grantee hereby authorizes
the Relevant Information to be transferred to any jurisdiction in which the Company, his or her employing company or the Agent
considers appropriate. Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will
only be used in accordance with applicable law.