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order; provided, that for purposes of this clause (viii) and of the following clause (ix) the per share value of HRG Options shall be the excess, if any, of the exercise per share price over the fair market value per HRG share (as determined in accordance with the terms of the HRG plan under which the HRG Option was granted) on the date the reduction is determined; and (ix) vested amount from prior HRG Equity as directed by the Executive. |
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Annual Cash Bonus. During the SPB Period, for a given fiscal year, prior to any reductions required under Section 7 of this Agreement the HRG Bonus shall be reduced, but not below zero, by the amount of the SPB Bonus in the following order of priority: (i) Vested HRG Cash Bonus; (ii) Unvested HRG Cash Bonus; (iii) Vested HRG Equity Award; (iv) Unvested HRG Equity Award; (v) vested HRG Options and (vi) unvested HRG Options. |
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7. |
Annual Equity Awards. During the SPB Period, for a given fiscal year, the amount of the HRG Bonus will be reduced, but not below zero, by amount of the SPB Equity Award in the following order of priority: (i) Unvested HRG Equity Award; (ii) Vested HRG Equity Award; (iii) Unvested HRG Cash Bonus; (iv) Vested HRG Cash Bonus; (v) unvested HRG Options and (vi) vested HRG Options. |
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8. |
Severance. To the extent Executive’s employment with HRG and SPB terminates in related events or otherwise within a six month timeframe, then the amount of the HRG Severance will be reduced by the amount of the SPB Severance. If Executive’s employment is terminated by SPB for Cause pursuant to the SPB Agreement, HRG may terminate Executive’s employment within 30 days following such termination without advance notice to the Executive and HRG shall have no obligation to pay any amounts pursuant to Section 5(c) of the HRG Agreement and such termination shall be treated as a termination for Cause under the HRG Agreement. |
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9. |
Intent. It is the intent of the Parties to this Agreement, that notwithstanding any section references with respect to the HRG Agreement or SPB Agreement contained herein, that the provisions of this Agreement shall apply broadly to any compensation, and any types thereof, subject to offset hereunder whether provided by SPB or HRG under existing or future contracts or on a non-contractual basis during the SPB Period such that any amounts of bonus or equity compensation paid by SPB to Executive for a given fiscal year during the SPB Period will be subject to offset by reduction of any bonus or equity compensation payable by HRG in respect of such fiscal year consistent with foregoing principles of this Agreement. For the avoidance of doubt, other than as specifically permitted pursuant to Section 5 hereof, SPB compensation in respect of one fiscal year cannot be offset from HRG compensation prior fiscal years. Unless otherwise expressly provided in the Agreement, all measurements with respect to HRG Equity Awards and SPB Equity Awards shall be based on Fair Market Value. Annex A attached hereto sets |
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