Harbinger Group Inc.
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SEC Filings

10-K
HRG GROUP, INC. filed this Form 10-K on 12/29/1994
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                      (c) knowingly disclose to any person, firm or corporation
                          any substantial and material details of organization
                          or business affairs of Zapata, or any names of
                          past or present customers of Zapata; or
  
                      (d) induce or attempt to influence any present or
                          prospective employee of Zapata, as of the Closing Date
                          under the Merger, Purchase and Sale Agreement, to
                          terminate his employment.

                    Notwithstanding the foregoing, however, nothing contained in
              this Agreement shall prohibit the Holts from purchasing and
              holding as an investment not more than 5% of any class for the
              issued and outstanding and publicly traded (on a recognized
              national or regional securities exchange or in the over-the-
              counter market) security of any corporation, partnership or other
              business entity which conducts a business in competition with the
              Business.

                    2. Notwithstanding anything contained herein to the
              contrary, however, in the event that Zapata shall determine that
              the Holts have breached any of the covenants and agreements set
              forth in Paragraph 1 hereof, Zapata shall provide the Holts with
              written notice of such breach, including a description of the
              facts and nature thereof, and Zapata's demand that the Holts
              cease such activities, and the Holts shall, as soon as
              practicable thereafter but in any event not later than ninety
              (90) days from the date of such written notice, cure any such
              breach.

                    3. In consideration for the Holts' execution, delivery and
              performance of this Agreement, upon the execution and delivery of
              this agreement, Zapata will pay an aggregate amount of $4,572,369
              to Peter M. Holt and Benjamin D. Holt, Jr. as follows: Peter M.
              Holt will receive $3,886,514 and Benjamin D. Holt, Jr. will
              receive $685,855.

                    4. The Holts agree and acknowledge that Zapata does not have
              any adequate remedy at law for the breach by the Holts of the
              covenants and agreements set forth in paragraph 1, and that any
              breach by the Holts of the covenants and agreements set forth in
              paragraph 1 would result in irreparable injury to Zapata. The
              Holts further agree and acknowledge that Zapata may, in addition
              to the other remedies which may be available to Zapata, file a
              suit in equity to enjoin the Holts from such breach, and consent
              to the issuance of injunctive relief hereunder.

                    5. Notwithstanding anything contained in this Agreement to
              the contrary, the Holts shall have the right, but not the
              obligation, to apply to Zapata for a waiver letter in advance of
              Holts' contemplated action of engaging in any business or activity
              in the Marketing Area that may be construed as competitive with
              the Business. In such case, Holts shall submit to Zapata a letter
              containing a full and complete description of the contemplated
              business or activity in which the Holts intend to

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