|HRG GROUP, INC. filed this Form 10-Q on 08/14/2002|
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This CONSULTING AGREEMENT (Agreement), made and entered into as of the 1st day of March, 2002 (the Effective Date) and between Zapata Corporation (Zapata), a Nevada corporation with an address of 100 Meridian Centre, Rochester, New York 14618, and Malcolm I. Glazer (Glazer), who has an address of 1482 South Ocean Boulevard, Palm Beach, Florida 33480.
WHEREAS, Glazer served as Chairman of the Board of Zapata from July, 1994 to the Effective Date, when he retired from such position;
WHEREAS, Glazer possesses executive skills and leadership experience which Zapata is desirous of calling upon from time to time during the forty-eight months following such retirement; and
WHEREAS, Glazer is willing to provide his skills and the benefit of his experience, from time to time, to Zapata as a consultant over such forty-eight-month period;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, Zapata and Glazer covenant and agree as follows:
1. Engagement as Consultant. Zapata hereby engages Glazer as a consultant effective as of the Effective Date, and Glazer hereby accepts such engagement in accordance with the terms and conditions hereinafter set forth.
2. Consulting Duties. The Chief Executive and/or the Chairman of the Board of Directors may from time to time request Glazer to furnish services as a consultant and advisor. Such services shall include consultation with Zapatas Chairman of the Board and Chief Executive Office, upon request, concerning the management and overall policy and strategic direction of Zapata and the financial consequences thereof and consultation and advice with respect to special projects designated from time to time by the Chairman of the Board and Chief Executive Officer of Zapata, including but not limited to, possible acquisitions, mergers, divestitures and capital raising and financing transactions. Glazer shall not be required to hold himself available for consulting services at any fixed time, but shall be available on a reasonable basis. Glazers presence shall not be required at any particular office or place in order to render his consulting services unless such services could not reasonably be performed in another location or by telephone or letter.
3. Term of Consulting Engagement. Subject to Section 9 below, the term of Glazers consulting engagement shall be from the Effective Date until April 30, 2006 (the Consulting Period).
4. Compensation. Subject to the terms of this Agreement, in consideration for Glazers agreements contained herein, during the Consulting Period Zapata shall pay Glazer compensation of One Hundred Twenty Two Thousand Five Hundred Dollars ($122,500) per month without deduction for federal, state and local taxes. Zapata shall pay Glazer in such intervals as it pays its executive officers. In addition, during the Consulting Period, Glazer shall also be entitled to such perquisites (including expense reimbursement and transportation) as are made available to executive officers of Zapata in accordance with Zapatas policies and practices.
5. Stock Options. Zapata acknowledges that Glazer is the holder of options to purchase up to 2,000 shares of Zapata common stock at an exercise price of $59.375 per share under its 1987 Special Incentive Plan (the 1987 Plan Options), and options to purchase up to 32,500 shares of Zapata common stock (the 1996 Plan Options) at an exercise price of $46.250 per share under its Amended and Restated 1996 Long-Term Incentive Plan. In consideration of Glazers willingness to enter into this Agreement and to perform his obligations and provide the services referred to in this Agreement, the Compensation Committee of Zapatas Board of Directors has authorized by all appropriate corporate action the continuance of the 1996 Plan Options held by Glazer for the remaining term of such options. Glazer acknowledges that the 1987 Plan Options must be exercised by May 30, 2002, otherwise they will terminate and be of no further force or effect after such date.
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