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1
EXHIBIT 10.17
PERFORMANCE SHARE UNIT AGREEMENT
THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”), dated as of _________ __, 20__, is between
HSN, Inc., a Delaware corporation (the “Company”), and the Participant set forth in the Award Summary (the “Grantee”).
1. Award and Vesting of Target PSUs
(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 Performance Share Units (“PSUs”) set forth in the Award Summary as the Target PSUs (the Target PSUs
and the dividend equivalent PSUs, constitute the “Award”). Your Award Summary on the Morgan Stanley Stock Plan
Connect System or any successor equity administration website or system (the “Award Summary”) sets forth the number
of PSUs 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 meanings ascribed to it in the
Plan, and to the extent there is any inconsistency between definitions in the Plan or this Agreement, then the definition
in this Agreement shall apply.
(b) The payout of the Award will be based on the Company’s Total Shareholder Return (“TSR”) performance
over the three (3)-year period beginning January 1, 20__ and ending December 31, 20__ (the “Performance Period”)
relative to the TSR performance of the Comparator Companies (as defined below). At Target performance one PSU shall
convert to one share of the Company’s Common Stock. Target performance is achieved if the Company’s TSR relative
to the TSR of the companies comprising the Comparator Companies over the course of the Performance Period is at the
fifty-fifth (55th) percentile relative to the comparator group. For each one percentile below the Target performance level,
the payout is reduced by 3.33%, subject to the minimum requirement in Section 1(e), and for each one percentile above
target performance level, the payout is increased by 5.0%, subject to a maximum payout of 200% (the “Payout
Percentage”). Solely for purposes of illustration, if the Company’s TSR ranking is at the sixtieth (60th) percentile (i.e.,
60% of the Comparator Companies achieved TSR rankings at or below the Company’s TSR ranking), the PSU would
payout at 125.0% of Target performance or 1.25 shares of the Company’s Common Stock for each PSU. Any fractional
share resulting from the application of the Payout Percentage to the PSUs shall be rounded to the nearest whole number
of shares of Common Stock of the Company.
(c) For purposes of this Agreement, TSR means the change in fair market value over the Performance
Period, expressed as a percentage, of an initial investment in specified common stock, including the effect of any dividends
actually paid as if the dividends were invested in the stock of the Company or the Comparator Companies, as the case
may be, and proportionately adjusted for stock splits, reorganizations or similar transactions occurring during the
Performance Period, as provided herein or as determined utilizing such methodology as the Committee, or its delegate,
shall have approved. Notwithstanding the foregoing, the Committee, or its delegate, shall have the discretion to make
appropriate and equitable adjustments of the TSR of any company (including the Company) whose shares trade ex-
dividend during the calculation period for TSR or the determination of the Grant Date Fair Market Value; provided,
however, that no such adjustment shall be permitted if it would result in the loss of the otherwise available exemption of
the Award under Section 162(m) of the Code, if applicable to the Grantee. The TSR shall be based on the trailing thirty
(30)-trading day average closing stock prices of the Company and the Comparator Companies measured as of (and
including the thirtieth (30th) day) the first and last trading days of the Performance Period.
(d) For purposes of this Agreement, the Comparator Companies shall be those companies listed on the
S&P Retail Select Industry Index (the “Index”) as of the first day of the Performance Period; provided, however, that the
Comparator Companies shall be changed as follows:
i. In the event that a company becomes a member of the Index following the first day of the Performance
Period, such company shall not be taken into account for purposes of this Agreement. However, in the
event that, at any time during the Performance Period, a company is no longer included in the Index,
such company shall still be included as a Comparator Company.
ii. In the event of a merger, acquisition or business combination transaction of a Comparator Company
with or by another Comparator Company, the surviving entity shall remain a Comparator Company,