Exhibit 10.7


 


EMPLOYMENT AGREEMENT


 


This
EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Lynne Ronon (“Employee”)
and HSN General Partner LLC, a Delaware limited liability company (the “Company”),
and is effective October 15, 2007 (the “Effective Date”).


 


WHEREAS,
the Company desires to establish its right to the services of Employee, in the
capacity described below, on the terms and conditions hereinafter set forth,
and Employee is willing to accept such employment on such terms and conditions.


 


NOW,
THEREFORE, in consideration of the mutual agreements hereinafter set forth,
Employee and the Company have agreed and do hereby agree as follows:


 


1A.          EMPLOYMENT.  The Company
agrees to employ Employee as EVP Merchandising, and Employee accepts and agrees
to such employment.  During Employee’s
employment with the Company, Employee shall do and perform all services and
acts necessary or advisable to fulfill the duties and responsibilities as are
commensurate and consistent with Employee’s position and shall render such
services on the terms set forth herein. 
During Employee’s employment with the Company, Employee shall report
directly such person(s) as from time to time may be designated by the
Company (hereinafter referred to as the “Reporting Officer”).  Employee shall have such powers and duties
with respect to the Company as may reasonably be assigned to Employee by the
Reporting Officer, to the extent consistent with Employee’s position and
status.  Employee agrees to devote all of
Employee’s working time, attention and efforts to the Company and to perform
the duties of Employee’s position in accordance with the Company’s policies as
in effect from time to time.  Employee’s
principal place of employment shall be the Company’s offices located in St.
Petersburg, Florida.


 


2A.          TERM OF AGREEMENT.  The term (“Term”)
of this Agreement shall commence on the Effective Date and shall continue for
two (2) years, unless sooner terminated in accordance with the provisions
of Section 1 of the Standard Terms and Conditions attached hereto.


 


3A.          COMPENSATION.


 


(a)           BASE SALARY.  During the Term of this Agreement, the
Company shall pay Employee an annual base salary of $475,000 (the “Base Salary”),
payable in equal biweekly installments or in accordance with the Company’s
payroll practice as in effect from time to time.  For all purposes under this Agreement, the
term “Base Salary” shall refer to Base Salary as in effect from time to time.


 


(b)           DISCRETIONARY BONUS.  During the Term, Employee shall be eligible
to receive discretionary annual bonuses.


 


(c)           BENEFITS.  From the Effective Date through the date of
termination of Employee’s employment with the Company for any reason, Employee
shall be entitled to participate in any welfare, health and life insurance and
pension benefit and incentive programs as may be adopted from time to time by
the Company on the same basis as that provided to 


 

















 


similarly situated
employees of the Company.  Without
limiting the generality of the foregoing, Employee shall be entitled to the
following benefits:


 


(i)            Reimbursement for
Business Expenses.  During the Term,
the Company shall reimburse Employee for all reasonable and necessary expenses
incurred by Employee in performing Employee’s duties for the Company, on the
same basis as similarly situated employees and in accordance with the Company’s
policies as in effect from time to time.


 


(ii)           Paid Time Off (“PTO”).  During the Term, Employee shall be entitled
to paid time off per year, in accordance with the plans, policies, programs and
practices of the Company applicable to similarly situated employees of the
Company generally.


 


4A.          NOTICES.  All notices
and other communications under this Agreement shall be in writing and shall be
given by first-class mail, certified or registered with return receipt
requested or hand delivery acknowledged in writing by the recipient personally,
and shall be deemed to have been duly given three days after mailing or
immediately upon duly acknowledged hand delivery to the respective persons
named below:


 


	
  If
  to the Company:

  	
   

  	
  HSN General
  Partner LLC

  
	
   

  	
   

  	
  1 HSN Drive

  
	
   

  	
   

  	
  St. Petersburg,
  FL 33729

  
	
   

  	
   

  	
  Attention: General Counsel

  
	
   

  	
   

  	
   

  
	
  If to Employee:

  	
   

  	
  Lynne Ronon

  
	
   

  	
   

  	
  88 Tai Tam Reservoir Road

  
	
   

  	
   

  	
  Tower 14, Apartment 2181

  
	
   

  	
   

  	
  Hong Kong, China

  



 


Either party may change such party’s address for
notices by notice duly given pursuant hereto.


 


5A.          GOVERNING LAW; JURISDICTION. 
This Agreement and the legal relations thus created between the parties
hereto shall be governed by and construed under and in accordance with the
internal laws of the State of Florida without reference to the principles of
conflicts of laws.  Any and all disputes
between the parties which may arise pursuant to this Agreement will be heard
and determined before an appropriate federal court in Pinellas or Hillsborough
Counties or, if not maintainable therein, then in an appropriate Florida state
court.  The parties acknowledge that such
courts have jurisdiction to interpret and enforce the provisions of this
Agreement, and the parties consent to, and waive any and all objections that
they may have as to, personal jurisdiction and/or venue in such courts.


 


6A.          COUNTERPARTS.  This
Agreement may be executed in several counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.  Employee expressly
understands and acknowledges that the Standard Terms and Conditions attached
hereto are incorporated herein by reference, deemed a part of this Agreement
and are binding and enforceable provisions of this Agreement.  References to “this 


 


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Agreement”
or the use of the term “hereof” shall refer to this Agreement and the Standard
Terms and Conditions attached hereto, taken as a whole.


 


7A.          SECTION 409A OF THE INTERNAL REVENUE CODE. 
This Agreement is not intended to constitute a “nonqualified deferred
compensation plan” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended, and the rules and regulations issued thereunder
(“Section 409A”).  Notwithstanding
the foregoing, if this Agreement or any benefit paid to Employee hereunder is
subject to Section 409A and if Employee is a “Specified Employee” (as
defined under Section 409A) as of the date of Employee’s termination of
employment hereunder, then the payment of benefits, if any, scheduled to be
paid by the Company to Employee hereunder during the first six (6) month
period beginning the date of a termination of employment hereunder shall be
delayed during such six (6) month period and shall commence immediately
following the end of such six (6) moth period (and the period in which
such payments were scheduled to be made if not for such delay shall be extended
accordingly).  In no event shall the
Company be required to pay Employee any “gross-up” or other payment with
respect to any taxes or penalties imposed under Section 409A with respect
to any benefit paid to Employee hereunder.


 


[The Signature Page Follows]


 


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IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed and delivered by its duly authorized officer, and
Employee has executed and delivered this Agreement on October 5, 2007


 


	
   

  	
   

  	
  HSN GENERAL PARTNER LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lisa Letizio

  
	
   

  	
   

  	
  Name: Lisa Letizio

  
	
   

  	
   

  	
  Title: EVP Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lynne Ronan

  
	
   

  	
   

  	
  Name: Lynne Ronan

  
	
   

  	
   

  	
  Title: EVP Human Resources

  



 


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STANDARD TERMS AND CONDITIONS


 


1.             TERMINATION
OF EMPLOYEE’S EMPLOYMENT.


 


(a)           DEATH.  In the event Employee’s employment hereunder
is terminated by reason of Employee’s death, the Company shall pay Employee’s
designated beneficiary or beneficiaries, within 30 days of Employee’s death in
a lump sum in cash, Employee’s Base Salary through the end of the month in
which death occurs and any Accrued Obligations (as defined in paragraph 1(f) below).


 


(b)           DISABILITY.  If, as a result of Employee’s incapacity due
to physical or mental illness (“Disability”), Employee shall have been absent from
the full-time performance of Employee’s duties with the Company for a period of
four consecutive months and, within 30 days after written notice is provided to
Employee by the Company (in accordance with Section 6 hereof), Employee
shall not have returned to the full-time performance of Employee’s duties,
Employee’s employment under this Agreement may be terminated by the Company for
Disability.  During any period prior to
such termination during which Employee is absent from the full-time performance
of Employee’s duties with the Company due to Disability, the Company shall
continue to pay Employee’s Base Salary at the rate in effect at the
commencement of such period of Disability, offset by any amounts payable to
Employee under any disability insurance plan or policy provided by the
Company.  Upon termination of Employee’s
employment due to Disability, the Company shall pay Employee within 30 days of
such termination (i) Employee’s Base Salary through the end of the month
in which termination occurs in a lump sum in cash, offset by any amounts
payable to Employee under any disability insurance plan or policy provided by
the Company; and (ii) any Accrued Obligations (as defined in paragraph 1(f) below).


 


(c)           TERMINATION FOR
CAUSE.  The Company may terminate
Employee’s employment under this Agreement for Cause at any time prior to the
expiration of the Term.   As used herein,
“Cause” shall mean:   (i) the plea
of guilty or nolo contendere to, or conviction for, the commission of a felony
offense by Employee; provided, however, that after indictment,
the Company may suspend Employee from the rendition of services, but without
limiting or modifying in any other way the Company’s obligations under this
Agreement; (ii) a material breach by Employee of a fiduciary duty owed to
the Company; (iii) a material breach by Employee of any of the covenants
made by Employee in Section 2 hereof; (iv) the willful or gross
neglect by Employee of the material duties required by this Agreement; or (v) a
material violation of any Company policy pertaining to ethics, wrongdoing or
conflicts of interest that, in the case of the conduct described in clause (iii) or
(iv) above, if curable, is not cured by Employee within ten (10) days
after Employee is provided with written notice thereof.  In the event of Employee’s termination for
Cause, this Agreement shall terminate without further obligation by the
Company, except for the payment of any Accrued Obligations (as defined in
paragraph 1(f) below).


 


(d)           TERMINATION BY THE
COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE.  If Employee’s employment is terminated by the
Company for any 


 

















 


reason other than
Employee’s death or Disability or for Cause, then (i) the Company shall
pay Employee the Base Salary through the end of the Term over the course of the
then remaining Term; and (ii) the Company shall pay Employee within 30
days of the date of such termination in a lump sum in cash any Accrued
Obligations (as defined in paragraph 1(f) below).  The payment to Employee of the severance benefits
described in this Section 1(d) shall be subject to Employee’s
execution and non-revocation of a general release of the Company and its
affiliates in a form substantially similar to that used for similarly situated
executives of the Company and its affiliates.


 


(e)           MITIGATION; OFFSET.  In the event of termination of Employee’s
employment prior to the end of the Term, Employee shall use reasonable best
efforts to seek other employment and to take other reasonable actions to
mitigate the amounts payable under Section 1 hereof.  If Employee obtains other employment during
the Term, the amount of any payment or benefit provided for under Section 1
hereof which has been paid to Employee shall be refunded to the Company by
Employee in an amount equal to any compensation earned by Employee as a result
of employment with or services provided to another employer after the date of
Employee’s termination of employment and prior to the otherwise applicable
expiration of the Term, and all future amounts payable by the Company to
Employee during the remainder of the Term shall be offset by the amount earned
by Employee from another employer.  For
purposes of this Section 1(e), Employee shall have an obligation to inform
the Company regarding Employee’s employment status following termination and
during the period encompassing the Term.


 


(f)            ACCRUED OBLIGATIONS.  As used in this Agreement, “Accrued
Obligations” shall mean the sum of (i) any portion of Employee’s Base
Salary through the date of death or termination of employment for any reason,
as the case may be, which has not yet been paid; and (ii) any compensation
previously earned but deferred by Employee (together with any interest or
earnings thereon) that has not yet been paid.


 


2.                                       CONFIDENTIALITY;
NON-COMPETITION; NON-SOLICITATION; 
PROPRIETARY RIGHTS; OTHERS.


 


(a)           CONFIDENTIALITY.  Employee acknowledges that while employed by
the Company Employee will occupy a position of trust and confidence.  Employee shall not, except as may be required
to perform Employee’s duties hereunder or as required by applicable law,
without limitation in time or until such information shall have become public
other than by Employee’s unauthorized disclosure, disclose to others or use,
whether directly or indirectly, any Confidential Information regarding the
Company or any of its subsidiaries or affiliates.  “Confidential Information” shall mean
information about the Company or any of its subsidiaries or affiliates, and
their clients and customers that is not disclosed by the Company or any of its
subsidiaries or affiliates for financial reporting purposes and that was
learned by Employee in the course of employment by the Company or any of its
subsidiaries or affiliates, including (without limitation) any proprietary
knowledge, trade secrets, data, formulae, information and client and customer
lists and all papers, resumes, and records (including computer records) of the
documents containing such Confidential Information.  Employee acknowledges that such Confidential
Information is specialized, unique in nature and of great value to the Company
and its subsidiaries or affiliates, and that such information gives the Company
and its subsidiaries or 


 


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affiliates a
competitive advantage.  Employee agrees
to deliver or return to the Company, at the Company’s request at any time or
upon termination or expiration of Employee’s employment or as soon thereafter
as possible, all documents, computer tapes and disks, records, lists, data,
drawings, prints, notes and written information (and all copies thereof)
furnished by the Company and its subsidiaries or affiliates or prepared by
Employee in the course of Employee’s employment by the Company and its
subsidiaries or affiliates.  As used in
this Agreement, “subsidiaries” and “affiliates” shall mean any company
controlled by, controlling or under common control with the Company.


 


(b)           NON-COMPETITION.        During Employee’s
employment with the Company and for twelve (12) months thereafter, Employee
shall not, directly or indirectly, on behalf of Employee or on behalf of or
with any other person, enterprise or entity, in any individual or
representative capacity, engage or participate in any business, including its
affiliated Internet entities, that is in competition with the Company or any
subsidiary or affiliate of the Company in the United States of America in the
field of television retailing, including, without limitation, QVC, Shop NBC
(formerly called ValueVision) or World
Shopping Source (aka WSS), or Jewelry Television, aka America’s
Collectibles Network, Inc., or ACNTV, as well as any company which
subsequently enters the field of television retailing as its primary business
(collectively, the “Competing Companies”). Employee’s obligations under this Section shall
continue during the Term and for the period after the Term set forth above and
shall not, for any reason, cease upon termination of Employee’s employment with
the Company.  Notwithstanding anything
else contained in this Section, Employee may own, for investment purposes only,
up to five percent (5%) of the stock of any Competing Company if it is a
publicly-held corporation whose stock is either listed on a national stock
exchange or on the NASDAQ National Market System and if Employee is not
otherwise affiliated with or participating in such corporation.  As used herein, “participate” means lending
one’s name to, acting as consultant or advisor to, being employed by or
acquiring any direct or indirect interest in any business or enterprise,
whether as a stockholder, partner, officer, director, employee, consultant or
otherwise.  In the event that (1) the
Company or any of its subsidiaries or affiliates places, or has placed for it,
all or substantially all of its assets up for sale within one (1) year
after termination of Employee’s employment hereunder or (2) Employee’s
employment is terminated in connection with the disposition of all or
substantially all of such assets (whether by sale of assets, equity or
otherwise), Employee agrees to be bound by, and to execute such additional
instruments as may be necessary or desirable to evidence Employee’s agreement
to be bound by, the terms and conditions of any non-competition provisions
relating to the purchase and sale agreement for such assets, without any
consideration beyond that expressed in this Agreement, provided that the
purchase and sale agreement is negotiated in good faith with customary terms
and provisions and the transaction contemplated thereby is consummated.  Notwithstanding the foregoing, in no event
shall Employee be bound by, or obligated to enter into, any non-competition
provisions referred to in this Section 2(b) which extend beyond
twelve (12) months, in each case from the date of termination of Employee’s
employment hereunder or whose scope extends the scope of the non-competition
provisions set forth in this Section 2(b). 
The twelve (12) month time period referred to above shall be tolled on a
day-for-day basis for each day during which Employee participates in any activity
in violation of this Section 2(b) so that Employee is restricted from
engaging in the conduct referred to in this Section 2(b) for a full
twelve (12) months.


 


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(b)           NON-SOLICITATION OF
EMPLOYEES.  Employee recognizes that
he will possess confidential information about other employees of the Company
and its subsidiaries or affiliates relating to their education, experience,
skills, abilities, compensation and benefits, and inter-personal relationships
with suppliers to and customers of the Company and its subsidiaries or
affiliates.  Employee recognizes that the
information he will possess about these other employees is not generally known,
is of substantial value to the Company and its subsidiaries or affiliates in
developing their respective businesses and in securing and retaining customers,
and will be acquired by Employee because of Employee’s business position with
the Company.  Employee agrees that,
during the Term (and for a period of 12 months beyond the expiration of the
Term), Employee will not, directly or indirectly, solicit or recruit any
employee of the Company or any of its subsidiaries or affiliates for the
purpose of being employed by Employee or by any business, individual, partnership,
firm, corporation or other entity on whose behalf Employee is acting as an
agent, representative or employee and that Employee will not convey any such
confidential information or trade secrets about other employees of the Company
or any of its subsidiaries or affiliates to any other person except within the
scope of Employee’s duties hereunder. 
Notwithstanding the foregoing, Employee is not precluded from soliciting any individual who (i) responds to any
public advertisement or general solicitation or (ii) has been terminated
by the Company or any of its subsidiaries or affiliates prior to the
solicitation.


 


(c)           PROPRIETARY RIGHTS;
ASSIGNMENT.  All Employee
Developments shall be made for hire by the Employee for the Company or any of
its subsidiaries or affiliates.  “Employee
Developments” means any idea, discovery, invention, design, method, technique,
improvement, enhancement, development, computer program, machine, algorithm or
other work or authorship that (i) relates to the business or operations of
the Company or any of its subsidiaries or affiliates, or (ii) results from
or is suggested by any undertaking assigned to the Employee or work performed
by the Employee for or on behalf of the Company or any of its subsidiaries or
affiliates, whether created alone or with others, during or after working
hours.  All Confidential Information and
all Employee Developments shall remain the sole property of the Company or any
of its subsidiaries or affiliates.  The
Employee shall acquire no proprietary interest in any Confidential Information
or Employee Developments developed or acquired during the Term.  To the extent the Employee may, by operation
of law or otherwise, acquire any right, title or interest in or to any
Confidential Information or Employee Development, the Employee hereby assigns
to the Company all such proprietary rights. 
The Employee shall, both during and after the Term, upon the Company’s
request, promptly execute and deliver to the Company all such assignments,
certificates and instruments, and shall promptly perform such other acts, as
the Company may from time to time in its discretion deem necessary or desirable
to evidence, establish, maintain, perfect, enforce or defend the Company’s
rights in Confidential Information and Employee Developments.


 


(d)           COMPLIANCE WITH
POLICIES AND PROCEDURES.  During the
Term, Employee shall adhere to the policies and standards of professionalism
set forth in the Company’s Policies and Procedures as they may exist from time
to time.


 


(e)           REMEDIES FOR BREACH.  Employee expressly agrees and understands
that Employee will notify the Company in writing of any alleged breach of this
Agreement by the 


 


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Company, and the
Company will have 30 days from receipt of Employee’s notice to cure any such
breach.


 


Employee expressly agrees and understands that the remedy at law for
any breach by Employee of this Section 2 may be inadequate and that damages
flowing from such breach may not be susceptible to being measured in monetary
terms.  Accordingly, it is acknowledged
that upon Employee’s violation of any provision of this Section 2 the
Company may be entitled to obtain from any court of competent jurisdiction
immediate injunctive relief and obtain a temporary order restraining any
threatened or further breach as well as an equitable accounting of all profits
or benefits arising out of such violation. 
Nothing in this Section 2 shall be deemed to limit the Company’s
remedies at law or in equity for any breach by Employee of any of the
provisions of this Section 2, which may be pursued by or available to the
Company.


 


(f)            SURVIVAL OF
PROVISIONS.  The obligations
contained in this Section 2 shall, to the extent provided in this Section 2,
survive the termination or expiration of Employee’s employment with the Company
and, as applicable, shall be fully enforceable thereafter in accordance with
the terms of this Agreement.  If it is
determined by a court of competent jurisdiction in any state that any
restriction in this Section 2 is excessive in duration or scope or is
unreasonable or unenforceable under the laws of that state, it is the intention
of the parties that such restriction may be modified or amended by the court to
render it enforceable to the maximum extent permitted by the law of that state.


 


3.             TERMINATION OF
PRIOR AGREEMENTS.  This Agreement and
the Offer Letter between the Company and the Employee dated August 27,
2007 and attached hereto as Exhibit A (collectively, this Agreement and
the Offer Letter shall be considered “this Agreement” for the purposes of this
Section) constitutes the entire agreement between the parties and terminates
and supersedes any and all prior agreements and understandings (whether written
or oral) between the parties with respect to the subject matter of this
Agreement.  Employee acknowledges and
agrees that neither the Company nor anyone acting on its behalf has made, and
is not making, and in executing this Agreement, the Employee has not relied
upon, any representations, promises or inducements except to the extent the
same is expressly set forth in this Agreement. 
Employee hereby represents and warrants that by entering into this
Agreement, Employee will not rescind or otherwise breach an employment
agreement with Employee’s current employer prior to the natural expiration date
of such agreement


 


4.             ASSIGNMENT;
SUCCESSORS.  This Agreement is
personal in its nature and none of the parties hereto shall, without the
consent of the others, assign or transfer this Agreement or any rights or
obligations hereunder, provided that, in the event of the merger,
consolidation, transfer, or sale of all or substantially all of the assets of
the Company with or to any other individual or entity, this Agreement shall,
subject to the provisions hereof, be binding upon and inure to the benefit of
such successor and such successor shall discharge and perform all the promises,
covenants, duties, and obligations of the Company hereunder, and all references
herein to the “Company” shall refer to such successor.


 


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5.             WITHHOLDING.  The Company shall make such deductions and
withhold such amounts from each payment and benefit made or provided to
Employee hereunder, as may be required from time to time by applicable law, governmental
regulation or order.


 


6.             HEADING REFERENCES.  Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose. 
References to “this Agreement” or the use of the term “hereof” shall
refer to these Standard Terms and Conditions and the Employment Agreement
attached hereto, taken as a whole.


 


7.             WAIVER;
MODIFICATION.  Failure to insist upon
strict compliance with any of the terms, covenants, or conditions hereof shall
not be deemed a waiver of such term, covenant, or condition, nor shall any
waiver or relinquishment of, or failure to insist upon strict compliance with,
any right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.  This Agreement shall not be modified in any
respect except by a writing executed by each party hereto.  Notwithstanding anything to the contrary
herein, neither the assignment of Employee to a different Reporting Officer due
to a reorganization or an internal restructuring of the Company or its
affiliated companies nor a change in the title of the Reporting Officer shall
constitute a modification or a breach of this Agreement.


 


8.             SEVERABILITY.  In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any law or public policy, only the portions of this Agreement that violate such
law or public policy shall be stricken. 
All portions of this Agreement that do not violate any statute or public
policy shall continue in full force and effect. 
Further, any court order striking any portion of this Agreement shall
modify the stricken terms as narrowly as possible to give as much effect as
possible to the intentions of the parties under this Agreement.


 


9.             INDEMNIFICATION.  The Company shall indemnify and hold Employee
harmless for acts and omissions in Employee’s capacity as an officer, director
or employee of the Company to the maximum extent permitted under applicable
law; provided, however, that neither the Company, nor any of its
subsidiaries or affiliates shall indemnify Employee for any losses incurred by
Employee as a result of acts described in Section 1(c) of this Agreement.


 


	
  ACKNOWLEDGED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  October 05, 2007

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HSN GENERAL PARTNER LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Lisa Letizio

  
	
   

  	
   

  	
  Name: Lisa Letizio

  
	
   

  	
   

  	
  Title: EVP Human Resources

  
						



 


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  By:

  	
  /s/ Lynne Ronan

  
	
   

  	
   

  	
  Name: Lynne Ronan

  
	
   

  	
   

  	
  Title: EVP Human Resources

  



 


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