Home Shopping Network 2015 Annual Report Download - page 91

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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.
11. Non-Competition Covenant.
The Grantee’s acceptance of the Award covered by this Agreement shall constitute an agreement between the Grantee
and the Company that, until the end of the twelve (12) month period following the termination of the Grantee’s employment with
the Company (the “Prohibited Term”), whether voluntarily or involuntarily, the Grantee may not accept employment with, consult
for, serve as an independent contractor for or make a greater than 1% investment in any Competing Business or any entity that
has any material investment or interest in any Competing Business. If the Company determines that the Grantee has violated the
terms of this Section 7, it shall be entitled to recover the value of all PSUs that vested in the previous twelve (12) months.
“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 Employee’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 companies could change from time to time.
12. Compliance with Laws; Securities Law Compliance.
Upon vesting (or partial vesting) of the PSUs granted hereunder, Grantee shall make such representations and furnish
such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue or transfer
the shares of Common Stock in compliance with the provisions of applicable federal or state securities laws. No shares of Common
Stock shall be issued upon vesting of a PSU granted hereunder unless and until the Company is satisfied, in its sole discretion,
that there has been compliance with all legal requirements applicable to the issuance of such PSU Shares.
13. Notices
All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to
the other party or by facsimile, overnight courier, or registered or certified mail, return receipt requested, postage prepaid, addressed
as follows:
If to the Grantee: at the address last provided by the Grantee to the Company’s Human Resources Department.
If to the Company: HSN, Inc.
1 HSN Drive
St. Petersburg, FL 33729
Attention: Chief Legal Officer
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 13. Notice and communications shall be effective when actually received by the addressee. Notwithstanding the foregoing,
the Grantee consents to electronic delivery of documents required to be delivered by the Company under the securities laws.
14. 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.
15. 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