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7
requirements of Section 409A of the Code (“Section 409A”) and applicable Internal Revenue Service guidance and Treasury
Regulations issued there under (and any applicable transition relief under Section 409A). Nevertheless, the tax treatment of the
benefits provided under this Agreement is not warranted or guaranteed. Grantee acknowledges that she is responsible under U.S
federal income tax law for any taxes, penalties, and interest imposed due to the failure of any payments hereunder to comply with
Section 409A. Any right to a series of installment payments under this Agreement shall, for purposes of Section 409A, be treated
as a right to a series of separate payments.
Additionally, notwithstanding anything in this Agreement to the contrary, any separation payments under this Agreement
(to the extent that they constitute “deferred compensation” under Section 409A and applicable regulations), and any other amount
or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A and that would otherwise be
payable or distributable hereunder by reason of Grantee’s termination of employment, will not be payable or distributable to
Grantee by reason of such circumstance unless the circumstances giving rise to such termination of employment meet any
description or definition of “separation from service” in Section 409A and applicable regulations (without giving effect to any
elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any
amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a
Section 409A-compliant “separation from service.”
In the event that Grantee is deemed a “specified employee” (as described in Section 409A), and any payment or benefit
payable pursuant to this Agreement constitutes deferred compensation under Section 409A and would otherwise be payable upon
Grantee’s “separation from service” (as described in Section 409A), then no such payment or benefit shall be made before the
date that is six (6) months after Grantee’s “separation from service” (or, if earlier, the date of Grantee’s death). Any payment or
benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay
period in order to catch up to the original payment schedule.
IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on
its behalf by a duly authorized officer. Electronic acceptance of this Agreement pursuant to the Company’s instructions to Grantee
(including through an online acceptance process managed by the Agent) is acceptable.
HSN, INC.
By:
Maria Martinez
Chief Human Resources Officer