HSN, INC. (NASDAQ:HSNI) Files An 8-K Entry into a Material Definitive Agreement

HSN, INC. (NASDAQ:HSNI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement

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On September 13, 2017, the Compensation and Human Resources Committee of the Board of Directors of HSN, Inc. (the “Company”) approved an amendment to the HSN, Inc. Named Executive Officer and Executive Vice President Severance Plan (the “Plan”), as permitted under the terms of the Agreement and Plan of Merger, dated as of July 5, 2017, by and among Liberty Interactive Corporation, Liberty Horizon, Inc. and the Company. This amendment provides for a contingent cutback relating to the “golden parachute” excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended. That is, if the amount of any severance payments that a participant would be entitled to receive under the Plan in connection with a change in control transaction (when added to any other amounts payable to the participant in connection with the transaction) would trigger the excise tax on the participant, then the amount of the severance and other payments will be reduced to the extent necessary to avoid the excise tax, but only if the participant would retain a greater amount of the payments on an after-tax basis than had no reduction been made. Prior to this amendment, the Plan provided for such a reduction regardless of the impact on the participant’s after-tax position. This amendment also sets forth the order in which the reduction would be applied to the payments.

The foregoing description of this amendment to the Plan does not purport to be complete and is qualified in its entirety by reference to the actual amendment to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
10.1 Amendment 1 to the HSN, Inc. Named Executive Officer and Executive Vice President Severance Plan


HSN, Inc. Exhibit
EX-10.1 2 dp80581_ex1001.htm EXHIBIT 10.1 EXHIBIT 10.1   AMENDMENT TO 1   HSN,…
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HSN, Inc. is an interactive multi-channel retailer. The Company markets and sells a range of third party and private-label merchandise directly to consumers through various platforms, including television home shopping programming broadcast on the HSN television networks; catalogs, comprising the Cornerstone portfolio of print catalogs; Websites, which consist of HSN.com, joymangano.com and over seven branded Websites operated by Cornerstone; mobile devices; retail and outlet stores, and wholesale distribution of certain products to other retailers. It operates through two segments: HSN and Cornerstone. HSN offerings comprise jewelry, fashion (apparel and accessories), beauty and health (including beauty, wellness and fitness), and home and other (including home, electronics, culinary and other). Merchandise offered by Cornerstone consists of home furnishings (including indoor/outdoor furniture, home decor, tabletop, textiles and other home related goods), and apparel and accessories.

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