0001193125-12-075117 Sample Contracts

DEFERRED RESTRICTED STOCK UNIT AGREEMENT
Deferred Restricted Stock Unit Agreement • February 23rd, 2012 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Delaware

THIS DEFERRED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of «date» (the “Award Date”) is between HSN, Inc., a Delaware corporation (the “Corporation”), and «grantee» (the “Grantee”).

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PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • February 23rd, 2012 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida

THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”), dated as of «award_date» (the “Award Date”) is between HSN, Inc., a Delaware corporation (the “Company”), and «Participant» (the “Participant”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Company’s Second Amended and Restated 2008 Stock and Annual Incentive Compensation Plan, as amended (the “Plan”).

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