10.

Definitions.  The following definitions shall apply for purposes of this Agreement:

“Fair Market Value” shall mean the following: (i) with respect to stock options – the grant date fair value of the options based on the same methodology used to report such value in the company’s proxy statement; (ii) with respect to share awards that vest based on attainment of performance metrics – the fair market value as of the grant date of the number shares under such award that would vest based on the attainment of metrics at the target level; and (iii) with respect to share awards that vest based on continuing employment on the vesting dates, the fair market value as of the grant date of the total number shares under such award.

“HRG Base Salary” shall mean the base salary payable to Executive pursuant to Section 4(a) of the HRG Agreement.

“HRG Bonus” shall mean the annual bonus payable to Executive pursuant to Section 4(b) of the HRG Agreement that is comprised of the Vested HRG Cash Bonus, the Unvested HRG Cash Bonus and the HRG Equity Award.

“HRG Equity Award” shall mean, for a given fiscal year, the portion of the HRG Bonus paid in the form of equity, which shall exclude the HRG Options.

“HRG Options” shall mean, for a given fiscal year, the portion of the HRG Bonus paid in the form of stock options.

“HRG Severance” shall mean the severance provided to Executive pursuant to Section 5(c)(i) of the HRG Agreement.

“SPB Base Salary” shall mean the base salary payable to Executive pursuant to Section 3(a) of the SPB Agreement.

“SPB Bonus” shall mean the annual bonus payable to Executive pursuant to Section 3(b) of the SPB Agreement.

“SPB Equity Award” shall mean, for a given fiscal year, the annual equity awards granted to Executive pursuant to Sections 3(d), (e) and (f)  of the SPB Agreement, which shall, for the avoidance of doubt, include, without limitation, the EIP Award (as such term is defined in the SPB Agreement) granted in Fiscal 2016 and future years.

“SPB Initial Equity Award” shall mean the fully vested $6 million equity award granted to Executive pursuant to Section 3(j) of the SPB Agreement.

“SPB Period” shall mean period commencing on the first day of the fiscal year of HRG in which the SPB Agreement commences and ending on the last day of the first fiscal year of HRG in which Executive’s employment under either the HRG Agreement or the SPB