0001434729-13-000004 Sample Contracts

AMENDED AND RESTATED PERFORMANCE CASH AWARD AGREEMENT
Performance Cash Award Agreement • February 21st, 2013 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida

THIS AMENDED AND RESTATED PERFORMANCE CASH AWARD AGREEMENT (this “Agreement”), dated as of February 25, 2013 is between HSN, Inc., a Delaware corporation (the “Company”), and «Participant» (the “Participant”) and amends and restates the Performance Cash Award Agreement between the Company and Participant dated February 21, 2012 (the “Award Date”). 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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PERFORMANCE AWARD AGREEMENT
Performance Award Agreement • February 21st, 2013 • 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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