SEC Filings
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| 10-K/A | |||||
| HRG GROUP, INC. filed this Form 10-K/A on 01/27/2017 | |||||
| Entire Document | |||||
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Exhibit 10.1 Transition Agreement This Transition Agreement (this “Agreement”) is entered into as of November 17, 2016 between Omar Asali (“Executive”) and HRG Group, Inc. (the “Company” and together with the Executive, the “Parties”). 1.Recitals (a)Executive and the Company are parties to an employment agreement dated as of January 9, 2012 (and amended as of February 11, 2014, the “Employment Agreement”); (b)Executive has been awarded the 2016 Vesting Awards (as defined in Section 17 hereof) and the 2017 Vesting Awards (as defined in Section 17 hereof) pursuant to the HRG Group, Inc. 2011 Omnibus Equity Award Plan (f/k/a the Harbinger Group Inc. 2011 Omnibus Equity Award Plan) (the “Equity Plan”); (c)The Employment Agreement requires that Executive execute a release as a condition to receiving certain specific severance payments and benefits enumerated in Sections 5(b)(iii) and 5(c)(i) or 5(c)(ii) of the Employment Agreement (the “Release Condition”); (d)This Agreement satisfies such Release Condition when the Initial Release Date and the Final Release Date occur; and (e)Certain awards, payments and benefits referred to in this Agreement, i.e., the 2016 Vesting Awards and
the 2017 Vesting Awards, are or may become due to vest, settle or be paid to Executive without regard to any Release Condition and the vesting, settlement and payment of those awards, payments and benefits may not be delayed or withheld. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Employment Agreement. 2.Last Day of Employment. (a)Executive’s last day of employment (the “Designated Date”) will be the earliest of (i) the date of Executive’s death, (ii) the Announcement Date (as defined in Section 17 hereof) unless otherwise agreed by the Parties, (iii) the date the Executive’s employment is terminated by the Company without Cause or due to Executive’s Disability, (iv) the date that the Executive terminates his employment for Good Reason (as defined in Section 17 hereof) (each such termination event specified in the foregoing clauses (i) through (iv), a “Specified Event”), (v) the date the Executive terminates his employment without Good Reason, and (vi) the date the Executive’s employment is terminated by the Company for Cause. Notwithstanding anything in this Agreement or the Employment Agreement to the contrary, it is acknowledged and agreed that the Executive’s employment with the Company may be terminated at any time and it is further acknowledged and agreed that prior to any such termination, the Executive shall devote such of Executive’s working time and attention to the Company and its Affiliates as is required for the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. (b)On the Designated Date, Executive (i) will be relieved of the duties and responsibilities of Executive’s position and (ii) will have no authority to and may not represent himself as an employee or agent of the Company or its Subsidiaries and Affiliates for any purpose unless and to the extent specified in writing by an authorized officer of the Company. From and after the date hereof through the Designated Date, and except as otherwise approved in writing by the Board, Executive shall continue to substantially perform his duties and obligations to the Company and its Subsidiaries and Affiliates including to the extent requested by the Company to serve, or continue to serve, on the board of the Company’s Subsidiaries and Affiliates. (c)On the Designated Date, the Executive shall promptly resign from any titles and appointments Executive may hold with the Company, including, without limitation, as President and Chief Executive Officer of the Company and as a member of the Board (and Executive agrees to promptly execute the resignation letter attached as Exhibit A hereto) and shall promptly execute and deliver the Second Release (as defined below), and, at the Company’s request or at the Executive’s election, on or following the Termination Date, the Executive shall resign from any titles and appointments Executive may hold with the Company’s Subsidiaries and Affiliates, including, without limitation, as a member of such entities’ board and/or committees thereof. (d)On or about the Designated Date, Executive shall return any other property of the Company and its Subsidiaries and Affiliates, and shall also provide Executive’s iPad, iPhone and personal computer/tablet to the Company’s IT department for removal of any information of the Company and its Subsidiaries and Affiliates; provided, that Executive shall be entitled to retain his rolodex and any electronic equivalents, and any documents relating to Executive’s compensation and benefits and any post-employment obligations to which Executive may be subject.
(a)Specified Payments. In consideration of the general release contained in this Agreement, Executive’s execution and non-revocation of the Second Release (as defined below) and Executive’s compliance with the terms of Section 2 and Section 11 of this Agreement and the sections of the Employment Agreement that survive following the Designated Date pursuant to Section 8(a) hereof, Executive will accept, as and on behalf of Executive Releasor (as defined below), from the Company on behalf of each Company Releasee (as defined below), the following cash payments, benefits and stock awards (the 1 | |||||
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