Harbinger Group Inc.
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SEC Filings

HRG GROUP, INC. filed this Form DEF 14A on 04/05/2002
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concerning the grant of stock options for the Company's common stock made to the
Named Officers during 2001:
                          OPTION GRANTS IN FISCAL 2001

                                                                                       POTENTIALLY REALIZABLE
                                                                                      VALUE AT ASSUMED ANNUAL
                       NUMBER OF      PERCENT OF                                        RATE OF STOCK PRICE
                       SECURITIES    TOTAL OPTIONS                                        APPRECIATION FOR
                       UNDERLYING     GRANTED TO                                           OPTION TERM(2)
                        OPTIONS      EMPLOYEES IN     EXERCISE PRICE    EXPIRATION    ------------------------
NAME                   GRANTED(1)     FISCAL YEAR       ($/SHARE)          DATE           5%           10%
----                   ----------    -------------    --------------    ----------    ----------    ----------
<S>                    <C>           <C>              <C>               <C>           <C>           <C>
Leonard DiSalvo......    12,500          62.3%            $22.20        11/30/2011    $174,518      $442,264

(1) Stock options are awarded at the fair market value of common stock at the
    date of grant. All options are exercisable in cumulative one-third
    installments vesting annually beginning on the first anniversary of the date
    of grant.
(2) The amounts shown as potentially realizable values are based on arbitrarily
    assumed rates of stock price appreciations of 5% and 10% over the full term
    of the options (10 years), as required by applicable regulations and are
    provided for illustrative purposes only and do not reflect the Company's
    estimate or projection of future common stock prices.
     The following table provides information concerning options held by the
Named Officers as of end of 2001:

                                                                NUMBER OF
                                                          SECURITIES UNDERLYING         VALUE OF UNEXERCISED
                                 SHARES                    UNEXERCISED OPTIONS          IN-THE-MONEY OPTIONS
                                ACQUIRED      VALUE        AT FISCAL YEAR-END          AT FISCAL YEAR-END($)
----                           -----------   --------   -------------------------   ----------------------------
<S>                            <C>           <C>        <C>                         <C>
Malcolm I. Glazer............      --          --             34,500/0                       $0/$0
Avram A. Glazer..............      --          --             15,459/0                        0/0
Leonard DiSalvo..............      --          --              1,500/12,500                   0/85,000

(1) On December 31, 2001, the closing price per share of the Company's common
    stock on the NYSE was $29.00.
     Zapata's executive officers participate or have participated in certain
stock option and incentive plans, retirement and profit sharing/401(k) plans
sponsored by Zapata, some of which are intended to qualify for tax-favored
treatment under the Internal Revenue Code, as amended (the "Code"). These plans
include Zapata's Amended and Restated Special Incentive Plan (the "1987 Plan"),
the 1990 Stock Option Plan, the Amended and Restated 1996 Long-Term Incentive
Plan, the Zapata Pension Plan ("Pension Plan"), the Zapata Supplemental Pension
Benefit Plan and the Zapata Corporation 401(k) Plan.
     Zapata's Amended and Restated Special Incentive Plan (the "1987 Plan")
provides for the granting of stock options and the awarding of restricted stock.
Under the 1987 Plan, options may be granted at prices equivalent to the market
value of the common stock at the date of grant. Options become exercisable on
dates as determined by the Zapata Board of Director's Compensation Committee,
provided that the earliest such date cannot occur before six months after the
date of grant. Unexercised options will expire on varying dates, up to a maximum
of ten years from the date of grant. The awards of restricted stock have a
restriction period of not less than six months and not more than five years. The
1987 Plan provided for the issuance of up to 60,000 shares of the common stock.
During 1992, the stockholders approved an amendment to the 1987 Plan that
provides for the automatic grant of a nonqualified stock option to directors of
Zapata who are not

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