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:

1. The Committee shall, at least annually, review and approve the annual base salaries and annual incentive opportunities of the Executive Officers. In this respect, the Committee shall assist the Board in establishing annual goals for the Executive Officers. The CEO shall not be present during any Committee deliberations or voting with respect to his or her compensation.
2. The Committee shall, periodically as and when appropriate, review and approve the following as they affect the Executive Officers: (a) all incentive awards and opportunities, both cash-based and equity-based awards and opportunities, and goals relating to such awards and performance in light of such goals and objectives; (b) any employment agreements and severance arrangements; (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits; and (d) any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment.
3. The Committee shall review and discuss with management the Company's "say on pay" proposals and, based on that review and discussion, recommend to the Board that they be included in the Company's proxy statement. The Committee shall also consider the outcome of shareholder votes for such proposals when establishing compensation benefits and severance arrangements for the Executive Officers.
4. The Committee shall implement and administer the Company's incentive and equity-based compensation plans, and shall have the authority to, among other things, (a) review and approve long-term incentive programs and short-term incentive programs (including performance targets), (b) approve grants of options, restricted stock, and other awards, approve grants of options, restricted stock, and other awards, (c) certify achievement of performance targets, (d) interpret the plans and determine the rules and regulations relating to such plans, (e) modify the plans to the extent permitted by such plans, (f) modify or cancel existing awards or grants, (g) impose limitations, restrictions and conditions upon any grant or award, and (h) delegate local authority to management with respect to such plans, in all cases to the extent the Compensation Committee deems appropriate.
5. The Committee shall review the Company's policies on the tax deductibility of compensation paid to "covered employees" (as defined in Internal Revenue Code Section 162(m)), and, as and when required, shall administer plans, establish performance goals and certify that performance goals have been attained for purposes of Section 162(m).
6. The Committee shall review and discuss the Compensation Discussion and Analysis (the "CD&A") required to be included in the Company's proxy statement and annual report on Form 10-K by the rules and regulations of the SEC with management, and, based on such review and discussion, determine whether or not to recommend to the Board that the CD&A be so included.
7. The Committee shall review and approve peer companies and establish and monitor target pay opportunities for Executive Officers and actual pay in relation to Company performance.
8. The Committee shall produce the annual Compensation Committee Report for inclusion in the Company's proxy statement in compliance with the rules and regulations promulgated by the SEC as well as any other disclosures required to be provided by the Compensation Committee in the proxy statement pursuant to rules and regulations promulgated by the SEC and applicable to the Company.
9. The Committee shall monitor the Company's compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits.
10. The Committee shall monitor the Company’s compliance with the Company’s employee stock purchase plan.
11. The Committee shall oversee the Company's compliance with the requirement under the Nasdaq Marketplace Rules that, with limited exceptions, shareholders approve equity compensation plans.
12. The Committee shall receive periodic reports on the Company's compensation programs as they affect all employees.
13. The Committee shall have the sole authority to retain and terminate any consultant, legal counsel and/or other advisors to assist in the performance of its duties hereunder, shall have sole authority to approve such advisor's fees and the other terms and conditions of the advisor's retention and shall be responsible for, at least annually, assessing the independence of its advisors in accordance with Nasdaq Marketplace Rules for purposes of determining whether the work of such consultant raised a conflict of interest and, if so, the nature of the conflict and how it was or is being addressed.
14. The Committee shall periodically review incentive compensation arrangements to confirm that the design of incentive pay does not encourage unnecessary risk taking.
15. The Committee may form and delegate authority to subcommittees or delegate authority to individuals when appropriate.
16. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.