FORM OF STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of «award date» is between HSN, Inc., a Delaware
corporation (the “Corporation”), and «grantee» (the “Grantee”).
(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 as of the Award Date options to
purchase the number of shares of common stock, par value $0.01 per share (“Common Stock”), set forth on the Summary of
Award, at the exercise price per share set forth in the Summary of Award (the “Stock Options”). Reference is also 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 Award Date, the number of
Stock Options granted to you by the Corporation and the exercise price for such Stock Options (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
the Agreement or the Summary of Award shall have the same meaning ascribed to it in the Plan.
(b) Subject to the terms and conditions of this Agreement and the provisions of the Plan, the Stock Options 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 Stock
Options shall be forfeited by the Grantee and canceled in their entirety effective immediately upon such termination.
(d) Unless earlier terminated pursuant to the terms of this Agreement or the Plan, the Stock Options will expire on the tenth