Harbinger Group Inc.
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HRG GROUP, INC. filed this Form 8-K on 01/21/2016
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This SUBSIDIARY SERVICE AGREEMENT (“Agreement”), by and between HRG GROUP, INC., a Delaware corporation (formerly, Harbinger Group Inc., “HRG”), and DAVID MAURA (“Executive”) (collectively, the “Parties”) is made as of January 20, 2016. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the HRG Agreement (defined below).
WHEREAS, HRG and Executive have entered into an amended and restated employment agreement, dated as of February 11, 2014 (the “HRG Agreement”);
WHEREAS, Spectrum Brands Holdings, Inc., a Delaware corporation and subsidiary of HRG, and its subsidiaries (collectively, “SPB”), desire to retain Executive to serve as SPB’s Executive Chairman and Executive is willing to provide such service (the “Service Arrangement”) and in connection therewith Executive and Spectrum Brands Holdings, Inc. have entered into an employment agreement, dated January 20, 2016 (the “SPB Agreement”); and

WHEREAS, on the terms and conditions set forth in this Agreement, the Parties have outlined their arrangements and understanding with respect to the Service Arrangement, including the manner in which certain compensation received, and to be received, by Executive under the HRG Agreement will be reduced by certain compensation received, and to be received, by Executive under the SPB Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, understandings, representations, warranties, undertakings and promises hereinafter set forth, intending to be legally bound thereby, the Parties agree as follows:
1. Duration. This Agreement shall be effective during the SPB Period.
2. Payment Timing. No portion of the HRG Bonus shall be paid or granted (as applicable) with respect to a given fiscal year until the corresponding SPB Bonus for such fiscal year has been paid and SPB Equity Award has been granted for such fiscal year; provided that, for each fiscal year the HRG Bonus shall not be unreasonably delayed .
3. Base Salary OffsetDuring the SPB Period, Executive shall not be paid his HRG Base Salary from HRG while he is being paid his SPB Base Salary.
4. Benefits. Commencing three months following the date hereof and during the remainder of the SPB Period, Executive shall not participate in benefits and perquisite plans, programs and arrangements of HRG other than the FlexNet program to the extent HRG continues to maintain such program.
5. SPB Initial Equity Grant.  Prior to any reductions required under Sections 6 or 7 of this Agreement, the HRG Bonus for fiscal year 2016 shall be reduced, but not below zero, by the amount of the SPB Initial Equity Award in the following order of priority: (i) Vested HRG Equity Award; (ii) Unvested HRG Equity Award; (iii) Vested HRG Cash Bonus (iv) Unvested HRG Cash Bonus; (v) vested HRG Options; (vi) unvested HRG Options; and (vii) Unvested HRG Equity Awards for years prior to 2016 in reverse chronological order; provided, that for purposes of valuing HRG Equity Awards pursuant to this clause (vii), the value of such HRG Equity Awards shall be based on the same VWAP calculation methodology the Company has used to issue the Executive a bonus at HRG in fiscal 2015; (viii) the per share value of unvested HRG Options for years prior to 2016 in reverse chronological
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