Harbinger Group Inc.
    Print Page | Close Window

SEC Filings

DEF 14A
HRG GROUP, INC. filed this Form DEF 14A on 07/27/2016
Entire Document
 << Previous Page | Next Page >>


various restrictive covenants, including covenants relating to non-competition, non-solicitation, non-disparagement, confidentiality, and further cooperation. The Falcone Separation Agreement further provides, among other things, that for a period of two years from the date of Mr. Falcone’s resignation, without the approval of a majority of the directors on the Board, Mr. Falcone may not, and may not cause his affiliates, to (i) enter into or seek to enter into a business combination involving the Company, (ii) seek representation or control of the Board or affairs of the Company, (iii) purchase or acquire additional securities of the Company, (iv) make certain proposals or solicit such proxies, or (v) have any discussions or enter into any arrangements with, or assist any other person in connection with any of the foregoing.
Summary of Termination Payments
The following table sets forth amounts of compensation that would have been paid to Messrs. Asali, Williams and Maura, if their employment was terminated without Cause or for Good Reason. The amounts shown assume that such termination was effective as of September 30, 2015.
As discussed above, Messrs. Falcone and Sena were no longer employed on September 30, 2015 and Mr. Williams would receive the amounts described above under the heading “Williams Retention Agreement.”
Termination without Cause or for Good Reason 
Name
 
Cash
Severance(1)
 
Initial
Equity
Grant(2)
 
Prior Year
Annual Bonus(3)
 
Benefits
Continuation(4)
 
Total
Omar M. Asali
 
$
500,000

 
$
1,717,500

 
$
31,607,780

 
$
39,800

 
$
33,865,080

Thomas A. Williams
 
500,000

 
242,200

 
9,825,200

 
39,800

 
10,607,200

David M. Maura
 
500,000

 
1,219,425

 
22,730,453

 
39,800

 
24,489,678

(1)
This column reflects payment of twelve months of base salary, payable in continuing installments.
(2)
For Messrs. Asali, Williams and Maura, the figures represent the value of the entire unvested portion of the original grant of options, based on the closing stock price of $11.73 on the last trading day in Fiscal 2015.
(3)
This column reflects vesting of 100% of the unpaid deferred cash portion under prior year bonus plans and vesting of 100% of the unvested equity portion granted pursuant to prior year bonus plans, based on the closing stock price of $11.73 on the last trading day in Fiscal 2015. In addition, Messrs. Asali and Maura would each be entitled to receive their actual bonus for Fiscal 2015 (as described above) because they worked through the last day of that fiscal year and Mr. Williams would be entitled to receive $1 million in respect to the Fiscal 2015 bonus, pursuant to the Williams Retention Agreement.
(4)
This column reflects COBRA premium reimbursements for 12 months, which are also payable if the executive’s employment is terminated due to death or Disability.
The following table sets forth amounts of compensation that would have been paid to Messrs. Asali, Williams and Maura if their employment was terminated without Cause or for Good Reason during the period that begins sixty days prior to a Change in Control and ends upon the first anniversary of such Change in Control. The amounts shown assume that such termination was effective as of September 30, 2015.
Upon a Termination without Cause or for Good Reason within Change of Control Period 
Name
 
Cash Severance (1)
 
Initial Equity Grant (2)
 
Prior Year Annual Bonus (3)
 
Benefits Continuation (4)
 
Outplacement Services (5)
 
Total
Omar M. Asali
 
$
6,000,000

 
$
1,717,500

 
$
31,607,780

 
$
59,699

 
$
15,000

 
$
39,399,979

Thomas A. Williams
 
500,000

 
242,200

 
9,825,200

 
39,800

 

 
10,607,200

David M. Maura
 
6,000,000

 
1,219,425

 
22,730,453

 
59,699

 
15,000

 
30,024,577

(1)
For Messrs. Asali and Maura, this column reflects the sum of two times (x) base salary and (y) the greater of (A) target bonus compensation or (B) $2.5 million, payable in installments over 24 months. For Mr. Williams, this column reflects payment of twelve months of base salary, payable in continuing installments.
(2)
Vesting of initial equity grants as provided above.
(3)
This column reflects payment of 100% of the unpaid deferred cash portion under prior year bonus plans and vesting of 100% of the unvested equity portion granted pursuant to prior year bonus plans, based on the closing stock price of $11.73 on the last trading day in Fiscal 2015. In addition, Messrs. Asali and Maura would each be entitled to receive their actual bonus for Fiscal 2015 (as described above) because they worked through the last day of that fiscal year and Mr. Williams would be entitled to receive $1 million in respect to his Fiscal 2015 bonus, pursuant to the Williams Retention Agreement.
(4)
This column reflects COBRA premium reimbursement payments for up to 18 months for Messrs. Asali and Maura and up to 12 months for Mr. Williams. In addition, COBRA premium reimbursements are payable for 12 months if the executive’s employment is terminated due to death or Disability.
(5)
This column reflects estimated payments for outplacement services.
Director Compensation
Directors who are not employees of the Company (“non-employee directors”) receive an annual retainer of $80,000 (paid on a quarterly basis). Non-employee directors also receive an annual equity award of $80,000, granted as restricted stock or

35

 << Previous Page | Next Page >>