Exhibit 10.11
HSN, Inc.
Deferred
Compensation Plan for Non-Employee Directors
1. Purpose. The purpose of the HSN, Inc. Deferred
Compensation Plan for Non-Employee Directors (the Plan) is to provide
non-employee directors of HSN, Inc. (or any successor thereto) (the Company)
with an opportunity to defer Director Fees (as defined in paragraph 4(b) below).
2. Effective Date. The Plan shall become effective on August ,
2008, subject to approval by the Companys Board of Directors (the Board).
3. Eligibility. Any director of the Company who is not an
employee of the Company or of any subsidiary or affiliate of the Company is
eligible to participate in the Plan.
4. Election to Defer Compensation.
(a) Time
of Eligibility. An election to defer Director Fees by a newly
elected director shall be made by such director within the 30-day period
following his or her election to the Board, which election shall apply only to
Director Fees earned for services performed after
the date of such election. A director
who has either (i) not previously elected to defer Director Fees or (ii) discontinued
(or wishes to modify) a prior election to defer Director Fees may elect to defer
Director Fees (or modify an existing deferral election) by giving written notice
to the Company on or prior to November 1 of each year (or such other date
as may be determined from time to time by the Secretary of the Company in
accordance with paragraph 10 of the Plan and in compliance with applicable
law). Any such election shall only apply
to Director Fees earned for services performed during the calendar year following such written notice. The effectiveness of a given election shall
continue until the participants separation from service, as defined under Section 409A
of the Internal Revenue Code of 1986, as amended (the Code) and
Treasury Regulation §1.409A, from the Company and any entity that would be
treated as a single employer with the Company under Section 414(b) or
414(c) of the Code (a Separation from Service) or until the end
of the calendar year during which the director gives the Company written notice
of its discontinuance or modification, whichever shall occur first. Any notice of discontinuance or modification
shall operate prospectively from the first day of the calendar year following
the receipt of such written notice by the Secretary of the Company, and
Director Fees payable during any subsequent calendar year shall either be paid
(absent any timely future deferral election) or deferred in accordance with the
terms of the discontinuance or modified election, as applicable; provided, however,
that Director Fees theretofore deferred shall continue to be withheld and shall
be paid in accordance with the notice of election pursuant to which they were
withheld. All written notices regarding
deferral elections and/or the discontinuance or modification of prior deferral
elections shall be made on a form prescribed by the Company.
(b) Amount
of Deferral. A participant may elect to defer receipt of
all or a specified portion of the cash fees receivable by such director for
services performed as a