Form of Restricted Stock Units Agreement




 Exhibit 10.21 
 FORM OF RESTRICTED STOCK UNIT AGREEMENT 
 THIS RESTRICTED STOCK UNIT AGREEMENT (this
“Agreement”), dated as of «date» is between HSN, Inc., a Delaware corporation (the “Corporation”), and «grantee» (the “Grantee”). 
  

	1.	Award and Vesting of RSUs 

 (a) Subject to
the terms, definitions and provisions of this Agreement and the Company’s Amended and Restated 2008 Stock and Annual Incentive Plan (the “Plan”), the Corporation hereby grants to the Grantee restricted stock units set forth in the
Summary of Award (the “RSUs”). Reference is made to the “Summary of Award” that was delivered simultaneously with this Agreement and that can be found on the Smith Barney Benefit Access System at www.benefitaccess.com.
Your Summary of Award, which sets forth the number of RSUs granted to you by the Corporation and the Award Date (among other information), is hereby incorporated by reference to, and shall be read as part and parcel of, this Agreement. Any defined
terms not defined in this Agreement or the Summary of Award shall have the meaning ascribed to it in the Plan. 
 (b) Subject to the terms
and conditions of this Agreement and the provisions of the Plan, the RSUs shall vest and no longer be subject to any restriction in accordance with the Vesting Period described in the Summary of Award.
 (c) Notwithstanding the provisions of Section 1(b) and except as provided in Section 5 of this Agreement, in the event of termination of the
Grantee’s service with the Corporation during the Vesting Period for any reason, all remaining unvested RSUs shall be forfeited by the Grantee and canceled in their entirety effective immediately upon such termination. 
 (d) Nothing in this Agreement shall confer upon the Grantee any right to continue in the employ or service of the Corporation or any of its affiliates or
interfere in any way with the right of the Corporation or any such Affiliates to terminate the Grantee’s service at any time, with or without cause. 
  

	2.	Settlement of RSUs 

 As soon as practicable
after any RSUs have vested and are no longer subject to the Vesting Period, such RSUs shall be settled. Subject to Section 14(d) of the Plan (pertaining to the withholding of taxes), for each RSU settled pursuant to this Section 2, the
Corporation shall (i) if the Grantee is employed within the United States, issue (either in book-entry form or otherwise) one share of Common Stock for each RSU vesting at such time and cause to be delivered to the Grantee one or more
unlegended, freely-transferable stock certificates in respect of such shares issued upon settlement of the vesting RSUs or (ii) if the Grantee is employed outside the United States, pay, or cause to be paid, to the Grantee an amount of cash
equal to the Fair Market Value of one share of Common Stock for each RSU vesting at such time. Notwithstanding the foregoing, the Corporation shall be entitled to hold the shares or cash issuable upon settlement of RSUs that have vested until the
Corporation or the agent selected by the Corporation to manage 









 
the Plan under which the RSUs have been issued (the “Agent”) shall have received from the Grantee a duly executed Form W-9 or W-8, as applicable.

  

	3.	Non-Transferability of the RSUs 

 During the
Vesting Period and until such time as the RSUs are ultimately settled as provided in Section 2 above, the RSUs shall not be transferable by the Grantee by means of sale, assignment, exchange, encumbrance, pledge, hedge or otherwise. 

 

	4.	Rights as a Stockholder 

 Except as otherwise
specifically provided in this Agreement, the Grantee shall not be entitled to any rights of a stockholder with respect to the RSUs. Notwithstanding the foregoing, if the Corporation declares and pays dividends on the Common Stock during the Vesting
Period, the Grantee will be credited with additional amounts for each RSU equal to the dividend that would have been paid with respect to such RSU if it had been an actual share of Common Stock, which amount shall remain subject to restrictions (and
as determined by the Committee may be reinvested in RSUs or may be held in kind as restricted property) and shall vest concurrently with the vesting of the RSUs upon which such dividend equivalent amounts were paid. Notwithstanding the foregoing,
dividends and distributions other than regular quarterly cash dividends, if any, may result in an adjustment pursuant to Section 5. 
  

	5.	Adjustment in the Event of Change in Stock; Change in Control 

 (a) In the event of any change in corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), such as a stock split or a corporate transaction, such as any
merger, consolidation, separation, including a spin-off, or other distribution of stock or property of the Corporation (including any extraordinary cash or stock dividend), any reorganization (whether or not such reorganization comes within the
definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Corporation, the number of RSUs and the shares underlying such RSUs shall be equitably adjusted by the Committee (including, in its discretion,
providing for other property to be held as restricted property) as it may deem appropriate in its sole discretion. The determination of the Committee regarding any such adjustment will be final and conclusive. 
 (b) With respect to the awards evidenced by this Agreement, subject to paragraph (e) of Section 10 of the Plan, notwithstanding any provision
of the Plan to the contrary, upon Grantee’s Termination of Employment, during the one-year period following a Change in Control, by the Company for other than Cause or Disability or by the Grantee for Good Reason: 
 (i) any RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control
shall be fully exercisable and vested and shall remain exercisable until the later of (i) the last date on which such RSU would be exercisable in the absence of this Section 5(b) and (ii) the first anniversary of such Change in
Control; 
  

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 (ii) the restrictions and deferral limitations applicable to any RSU shall lapse, and
such RSU outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and 
 (iii) all RSUs outstanding as of such date of Termination of Employment which were outstanding as of the date of such Change in Control
shall be considered to be earned and payable in full, and any restrictions shall lapse and such RSUs shall be settled as promptly as is practicable in the form set forth in this Agreement and the Plan. 
  

	6.	Payment of Transfer Taxes, Fees and Other Expenses 

 The Corporation agrees to pay any and all original issue taxes and stock transfer taxes that may be imposed on the issuance of shares received by an Grantee in connection with the RSUs, together with any and all other fees and expenses
necessarily incurred by the Corporation in connection therewith. 
  

	7.	Other Restrictions 

 (a) The RSUs shall be
subject to the requirement that, if at any time the Committee shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or
federal law, or (ii) the consent or approval of any government regulatory body, then in any such event, the award of RSUs shall not be effective unless such listing, registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee. 
 (b) The Grantee acknowledges that the Grantee is subject to the
Corporation’s policies regarding compliance with securities laws, including but not limited to its Securities Trading Policy (as in effect from time to time and any successor policies), and, pursuant to these policies, if the Grantee is on the
Corporation’s insider list, the Grantee shall be required to obtain pre-clearance from the Corporation’s General Counsel prior to purchasing or selling any of the Corporation’s securities, including any shares issued upon vesting of
the RSUs, and may be prohibited from selling such shares other than during an open trading window. The Grantee further acknowledges that, in its discretion, the Corporation may prohibit the Grantee from selling such shares even during an open
trading window if the Corporation has concerns over the potential for insider trading. 
  

	8.	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 Corporation’s Human Resources Department. 
  

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	If to the Corporation:	 	HSN, Inc.	 	
		 	1 HSN Drive	 	
		 	St. Petersburg, FL 33729	 	
		 	Attention: General Counsel	 	
		 	Facsimile: (727) 872-1000	 	

 or to such other address or facsimile number as any party shall have furnished to the other in writing in
accordance with this Section 8. 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
Corporation under the securities laws. 
  

	9.	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 Corporation. 
  

	10.	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 Delaware. In addition to the terms and conditions set forth in this Agreement and the Summary of Award, the RSUs are subject to the terms and conditions of the Plan, which are hereby incorporated by reference.

 Any and all disputes arising under or out of this Agreement, including without limitation any issues involving the enforcement or
interpretation of any of the provisions of this Agreement, shall be resolved by the commencement of an appropriate action in the state or federal courts located within the State of Delaware, which shall be the exclusive jurisdiction for the
resolution of any such disputes. The Grantee hereby agrees and consents to the personal jurisdiction of said courts over the Grantee for purposes of the resolution of any and all such disputes. 
  

	11.	Severability 

 The invalidity or
enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 
  

	12.	Conflicts and Interpretation 

 In the event
of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions
thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make all other determinations deemed necessary or
advisable for the administration of the Plan. 
  

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 In the event of any (i) conflict between the Summary of Award (or any other information posted on
the Smith Barney Benefit Access System) and this Agreement, the Plan and/or the books and records of the Corporation, or (ii) ambiguity in the Summary of Award (or any other information posted on the Smith Barney Benefit Access System), this
Agreement, the Plan and/or the books and records of the Corporation, as applicable, shall control. 
  

	13.	Amendment 

 The Corporation may modify, amend
or waive the terms of the RSU award, prospectively or retroactively, but no such modification, amendment or waiver shall impair the rights of the Grantee without his or her consent, except as required by applicable law, NASDAQ or stock exchange
rules, tax rules or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such
party of a provision of this Agreement. 
  

	14.	Headings 

 The headings of paragraphs herein
are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement. 
  

	15.	Counterparts 

 This Agreement may be executed
in counterparts, which together shall constitute one and the same original. 
  

	16.	Data Protection 

 The Grantee authorizes the
release from time to time to the Corporation (and any of its subsidiaries or affiliated companies) and to the Agent (together, the “Relevant Companies”) of any and all personal or professional data that is necessary or desirable for the
administration of the Plan and/or this Agreement (the “Relevant Information”). Without limiting the above, Grantee permits his or her employing company to collect, process, register and transfer to the Relevant Companies all Relevant
Information (including any professional and personal data that may be useful or necessary for the purposes of the administration of the Plan and/or this Agreement and/or to implement or structure any further grants of equity awards (if
any)). Grantee hereby authorizes the Relevant Information to be transferred to any jurisdiction in which the Corporation, his or her employing company or the Agent considers appropriate. Grantee shall have access to, and the right to
change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 
 IN WITNESS WHEREOF, as of
the date first above written, the Corporation has caused this Agreement to be executed on its behalf by a duly authorized officer. Electronic acceptance of this Agreement pursuant to the Corporation’s instructions to Grantee (including through
an online acceptance process managed by the Agent) is acceptable. 
  

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	HSN, INC.
		
	By:	 	  

		 	Lisa Letizio
		 	Executive Vice President –
		 	Human Resources


  

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