The Compensation and Human Resources Committee (the "Committee") of HSN, Inc., a Delaware corporation (the "Company") is appointed by the Company's Board of Directors (the "Board") to exercise all powers of the Board with respect to matters pertaining to compensation and benefits, including but not limited to, incentive/bonus plans, stock compensation plans, retirement programs and insurance plans and salary matters relating to compensation of the Company's Chief Executive Officer (the "CEO") and the Company's other executive officers (collectively, including the CEO, the "Executive Officers").
The Committee shall consist of no fewer than two members, as determined from time to time by the Board. The members of the Committee shall meet the independence requirements of the Marketplace Rules of The Nasdaq Stock Market ("Nasdaq"). These membership requirements shall be subject to exemptions and cure periods permitted by the rules of Nasdaq and the U.S. Securities and Exchange Commission (the "SEC"), as in effect from time to time.
All members of the Committee also shall qualify as "outside" directors within the meaning of Internal Revenue Code Section 162(m) and as "non-employee" directors within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended. Moreover, members of the Committee will qualify as "independent" within the meaning of any rules or regulations promulgated by the SEC and/or Nasdaq, to the extent such rules and regulations are applicable to the Company.
The members of the Committee shall be appointed by the Board annually, and vacancies filled or members removed by the Board, on the recommendation of the Governance and Nominating Committee. One member of the Committee shall be appointed as Committee Chairman or Chairwoman (the "Chairperson") by the Board. Committee members may be replaced by the Board. A Committee member may resign by giving written notice to the Board and may resign from Committee membership without resigning from the Board.
The Committee shall meet as often as necessary to carry out its responsibilities. The Chairperson shall preside at each meeting and, in the absence of the Chairperson, one of the other members of the Committee shall be designated, by the members present at the meeting, as the acting chair of the meeting. All meetings of the Committee shall be held pursuant to the By-laws of the Company with regard to notice and waiver thereof, and written minutes of each meeting, in the form approved at the immediately following meeting, shall be duly filed in the Company records. The Committee shall report to the Board with respect to its meetings.
In fulfilling its purpose and carrying out its responsibilities, the Committee shall maintain flexibility in its policies and procedures in order to best address changing conditions and a variety of circumstances. Accordingly, the Committee's activities shall not be limited by this Charter. Subject to the foregoing: