Exhibit 10.9
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (Agreement) is entered into by and between Jim Warner (Employee) and HSN General Partner LLC, a Delaware limited liability company (the Company), and is effective 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 and General Counsel, and Employee accepts and agrees to such employment. During Employees 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 Employees position and shall render such services on the terms set forth herein. During Employees 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 Employees position and status. Employee agrees to devote all of Employees working time, attention and efforts to the Company and to perform the duties of Employees position in accordance with the Companys policies as in effect from time to time. Employees principal place of employment shall be the Companys 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. During the period that is 90-120 days prior to the expiration of the Term, Employee shall have the right to request, by written notice to the Reporting Officer, with a copy to the General Counsel of IAC/InterActiveCorp, an extension of the Term. The Company shall have until the 60th day prior to the expiration of the Term to accept such request, and upon acceptance, the Agreement shall renew for one additional year, which additional year shall be added to and deemed part of the Term as defined in the first sentence of this Section 2A. Notwithstanding anything in this Section 2A to the contrary, nothing herein shall obligate either party to request an extension to the Term or agree to such an extension.
3A. COMPENSATION.
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 |
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1 HSN Drive |
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St. Petersburg, FL 33729 |
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Attention: General Counsel |
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If to Employee: |
Jim Warner |
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69 Park Road |
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Teddington, Middlesex |
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TW11 OAU, United Kindgom |
Either party may change such partys address for notices by notice duly given pursuant hereto.
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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 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 Employees 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 , 2007
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HSN GENERAL PARTNER LLC |
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By: Lisa Letizio |
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Title: EVP Human Resources |
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JIM WARNER |
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STANDARD TERMS AND CONDITIONS
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ACKNOWLEDGED AND AGREED:
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HSN GENERAL PARTNER LLC |
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By: Lisa Letizio |
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Title: EVP Human Resources |
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JIM WARNER |
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