Harbinger Group Inc.
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HRG GROUP, INC. filed this Form DEF 14A on 03/25/1994
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    involuntary termination by Cimarron without cause, or voluntary termination
    by such participant with good reason. The payment is to be equal to such
    participant's Participation Multiplier (as assigned to each participant
    under the plan) multiplied by 15% of certain increases above $4.1 million in
    the appraised equity value of Cimarron on such valuation date (as calculated
    in accordance with the guidelines set forth in the plan). The aggregate of
    all Participation Multipliers may not be greater than 1.0. Mr. Jackson is a
    participant in such plan and has a Participation Multiplier of .846.
(3) Pursuant to the terms of the Incentive Appreciation Agreement and the
    Cimarron Incentive Appreciation Plan, no payout amounts would be payable
    based on the performance of Cimarron during fiscal 1993.

                               PENSION PLAN TABLE

                               YEARS OF SERVICE
- ----------------------------------------------------------------- 
    AVERAGE      15 YEARS  20 YEARS  25 YEARS  30 YEARS  35 YEARS
- -----------------------------------------------------------------
<S>              <C>       <C>       <C>       <C>       <C>
   $150,000      $ 36,654  $ 48,872  $ 61,090  $ 73,308  $ 85,526
    175,000        43,029    57,372    71,715    86,058   100,401
    200,000        49,404    65,872    82,340    98,808   115,276
    225,000        55,779    74,372    92,965   111,558   130,151
    275,000        68,529    91,372   114,215   137,058   159,901
    325,000        81,279   108,372   135,465   162,558   189,651
    375,000        94,029   125,372   156,715   188,058   219,401
    425,000       106,779   142,372   177,965   213,558   249,151
    475,000       119,529   159,372   199,215   239,058   278,901
    525,000       132,279   176,372   220,465   264,558   308,651
- -----------------------------------------------------------------

     The estimated annual benefits payable at age 65 in the foregoing table are
computed on a straight-life annuity basis, although a participant can select
other methods of calculating benefits to be received under the Company's Pension
Plan and Supplemental Pension Plan.  Such benefits are not subject to deduction
for Social Security or other offset amounts.  The average compensation upon
which such benefits are based is the average of the participant's salary and
bonuses during the five highest-paid years within the last ten years of
employment.  The applicable amounts of salaries and bonuses for the Named
Officers during the most recent fiscal year are set forth in the Summary
Compensation Table.  As of September 30, 1993, Messrs. Lassiter, Bowersox,
Migura and Williams had 23, 17, 18 and 19 years of credited service,
respectively, under the Pension Plan.  Mr. Jackson is not a participant in the
Company's Pension Plan and Supplemental Pension Plan.


     Effective as of March 15, 1991, the Company entered into employment
agreements with Messrs. Lassiter, Bowersox, Migura and Williams.  Each of these
agreements provides for continuing employment of the executive in his current
position or one comparable in scope at a compensation level at least equal to
the executive's current level of compensation.  Each agreement will terminate on
the date occurring three years after the Company provides notice of termination
to the executive.  However, if employment is terminated by the Company for
cause, or if employment terminates as the result of the executive's death, total
and permanent disability or voluntary resignation, the executive's salary will
cease as of the end of the month in which such event occurred.  If the Company
terminates the executive's employment for any other reason, the Company will be
obligated to continue to pay the salary then being paid to the executive for a
three-year period.


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