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Exhibit 10.22
January 28, 1997
Xx. Xxx X. Xxxxxxx, Xx.
Managing General Partner
InterMedia Partners
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Re: Consulting Agreement
Dear Xx. Xxxxxxx:
This letter memorializes the agreement between you and HSN, Inc. (the
"Company") regarding certain consulting services approved by the
Compensation/Benefits Committee of the HSN, Inc. Board of Directors on January
27, 1997 (the "Effective Date").
You have agreed to be available to consult with and advise senior
executive officers of the Company, from time to time, if requested to do so,
with respect to cable and financial issues relating to the Company's business.
It is understood that you will not be required to devote any specific time to
your services as a consultant hereunder, but shall respond to requests from the
Company on a reasonable basis based upon your other time commitments. You will
not be expected to travel or attend meetings with third parties unless you
specifically agree to do so. Any travel undertaken at the Company's request will
be reimbursed by the Company. You also will not be requested to consult on
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Xxx X. Xxxxxxx, Xx.
January 28, 1997
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any matter involving any cable systems operated or controlled by
Tele-Communications, Inc.
In consideration of your services as consultant to the Company, you
will be granted fully-vested options to purchase 40,500 shares of the Company's
common stock at an exercise price of $32.78 per share. These options will expire
in one-third increments on July 13, 1998, 1999 and 2000, respectively. You also
will receive options to purchase 2,250 shares of the Company's common stock at
an exercise price of $25.56. Of these options, 750 options were vested as of
January 27, 1997 and 750 options will vest in each of the next two years on May
9. Each vested tranche of options is exercisable for a period of five years from
the date of grant.
This agreement will continue in force for three years from the
Effective Date.
We are delighted to have the benefit of your counsel. Please sign and
return a copy of this letter to confirm the terms of this consulting agreement.
Very truly yours,
HSN, INC.
/s/ Xxx X. Xxxxxxx
______________________________________
Xxx X. Xxxxxxx
Vice President, Chief Financial Officer
and Treasurer
Accepted and agreed to:
/s/ Xxx X. Xxxxxxx
_______________________
Xxx X. Xxxxxxx, Xx.
