|HRG GROUP, INC. filed this Form 10-Q on 08/14/2002|
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6. Health Benefits. During the Consulting Period, Zapata shall continue to provide Glazer and his spouse with the same medical and other health benefits as it provides to Glazer and his spouse as of the Effective Date, provided that, Zapata may change the benefits offered to Glazer and his spouse in Zapatas discretion if such change (a) is effected for executive officers of Zapata, or (b) is reasonably required by Zapata and does not materially change the benefits offered to Glazer and his spouse.
7. Confidential Information. During the Consulting Period and thereafter, Glazer will not directly or indirectly (without Zapatas prior written consent) use for himself or use for, or disclose to, any party other than Zapata or its subsidiaries any secret or confidential or proprietary information or data relating to the business of Zapata or its subsidiaries or any such information or data with respect to businesses being investigated by Zapata for acquisition.
8. Indemnification, etc.
(a) Zapata agrees that Glazers existing rights, in his capacity as an officer, director or employee of the Company, to indemnification and advancement of expenses, as such rights currently exist under Zapatas Articles of Incorporation, by-laws, resolutions, and any other agreement or document binding on Zapata, shall not be diminished or reduced in any respect following the date of this Agreement.
(b) Zapata will continue to maintain, for a period of at least six (6) years following the date of this Agreement, Zapatas directors and officers liability insurance covering Glazer in his capacity as a former director, officer and employee of Zapata, at the highest coverage level then currently maintained for any of its then current officers or directors.
(c) Zapata agrees to indemnify, protect, defend and hold Glazer and his estate, heirs, and personal representatives, harmless from and against any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a proceeding), and all losses, liabilities, damages and expenses, including reasonable attorneys fees incurred by counsel reasonably designated or approved by him, in connection with this Agreement or his services hereunder, provided that any consulting services giving rise to such indemnification shall have been performed by Glazer in good faith and, to the best of his knowledge, in a lawful manner. Zapata shall pay or reimburse Glazer for all costs and expenses, including, without limitation, court costs and attorneys fees, incurred by Glazer as a result of any claim, action or proceeding (including, without limitation, a claim, action or proceeding by Glazer against Zapata arising out of, or challenging the validity or enforceability of, this Agreement or any provision hereof) and shall advance such expenses if Glazer undertakes to repay such amounts if it is ultimately determined that Glazer is not entitled to be indemnified under Nevada law.
(d) The provisions of this Section 8 are independent covenants of Zapata and are in consideration of Glazers separation from Zapata as well as his willingness to enter into this Agreement and to perform the obligations and provide the services referred to herein, and Zapatas obligations under this Section 8 shall survive and be applicable notwithstanding any other event or circumstance affecting any of Zapatas obligations under this Agreement.
(a) If Glazer should die or become permanently disabled before the expiration of the Consulting Period, then the Consulting Period shall end on the date of his death or permanent disability, and Zapata shall pay to Glazers estate or to Glazer or his legal guardian, as applicable, any accrued but unpaid amounts due hereunder.
(b) Zapata may terminate the Consulting Period at any time for Cause, in which event no further payments shall be made hereunder and Glazer shall not be entitled to any further benefits hereunder. For purposes of this Agreement, Cause shall mean Glazers dishonesty, commission of a felony or willful unauthorized disclosure of confidential information of Zapata.
10. Relationship Between the Parties.
(a) The relationship of Glazer to Zapata during the term of this Agreement shall be solely that of independent contractor. Consequently, Glazer shall have no authority and shall not assume to act for or on behalf of Zapata without its express written approval.
(b) Glazer is solely responsible for the payment of all taxes and the filing of all tax returns and reports with respect to the amounts paid to Glazer under Section 4 hereof, and Glazer agrees to indemnify Zapata, its
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