SEC Filings
 |
| 10-K/A | |
| HRG GROUP, INC. filed this Form 10-K/A on 01/27/2017 | |
| Entire Document | |
| << Previous Page | Next Page >> | |
Executive’s employment for Cause or Executive has not terminated his employment with the Company without Good Reason prior to the Announcement Date. If the Transaction Bonus becomes vested, the Transaction Bonus shall only become payable to Executive if all required shareholder approvals are obtained or waived for the transaction which was the subject of the Announcement Date (the “Shareholder Approval Condition”). For the avoidance of doubt, the Transaction Bonus specified in this Section 3(a)(v)(II) shall only be paid if (A) the Executive remains continuously employed with the Company through the Announcement Date and his employment is not terminated by the Company for Cause or by the Executive without Good Reason and the Shareholder Approval Condition shall have been satisfied, whether or not the Executive is employed with the Company on the Shareholder Approval Date or (B) (x) the Executive’s employment shall have been terminated by the Company without Cause, the Executive shall have terminated his employment with the Company for Good Reason, or terminated employment due to Executive’s death or Disability, in each case on or prior to the Announcement Date, and (y) within 18 months following the date of such termination the Shareholder Approval Condition is satisfied. The Transaction Bonus will be paid to Executive no later than the later of (i) the third business day following the date on which the Shareholder Approval Condition is satisfied or (ii) the Final Release Date; provided that in the event the consideration and revocation period applicable to the Second Release spans two calendar years and the Final Release Date occurs before January 1 of the second calendar year, payment will be made on January 1 of the second calendar year (such date, the “Transaction Bonus Payment Date”). (b)For the avoidance of doubt, notwithstanding anything in this Agreement or the Employment agreement to the contrary, (i) if the Executive terminates his employment without Good Reason prior to the payment of any Separation Payment, or in the case of the Transaction Bonus, prior to the Announcement Date, then the Executive shall forfeit the right to receive the Transaction Bonus, but shall retain any other payments or benefits received pursuant to Section 3(a) prior to such date except as set forth in Section 3(h), and (ii) if the Executive is terminated by the Company for Cause at any time, then Executive shall not receive any Specified Payments, including, but not limited to, the Transaction Bonus regardless of whether or not the Announcement Date has occurred, or any severance or separation pay pursuant to the Employment Agreement. (c)No Other Bonus. Except as otherwise explicitly stated in Section 3(a), as of the Designated Date, all of Executive’s (i) unvested shares of restricted stock and unvested options to purchase shares of the Company, and (ii) unvested or deferred cash compensation, shall be forfeited and terminated; provided that, it is understood and agreed that any equity issued to the Executive by any of the Company’s public Subsidiaries or Affiliates shall be governed by the governing documents between the Executive and such Subsidiary or Affiliate. Notwithstanding any provision in this Agreement or the Employment Agreement to the contrary, the Company and Executive agree that, (x) except as provided in this Agreement, Executive shall not be entitled to receive any other annual bonus payment (including any payment under the Company’s NAV bonus plan) in respect of the Company’s 2016 fiscal year, 2017 fiscal year or thereafter and (y) Executive shall not be entitled to receive any payments or benefits pursuant to Section 5(c)(ii) of the Employment Agreement. (d)Other Payments. Until the Designated Date, the Executive shall be entitled to receive and the Company shall pay Executive’s accrued but unpaid Base Salary, unused vacation time accrued through the Designated Date, and unreimbursed business (including FlexNet and the Company’s 401K plan) expenses (pursuant to the Employment Agreement) incurred through the Designated Date. Executive’s rights (i) to receive benefits after the Designated Date from employee benefit plans in which Executive was a participant while employed by the Company (other than any severance plan, policy or arrangement) and (ii) to exercise stock options that were awarded prior to the Designated Date shall be governed by the terms of the applicable Company plans and agreements (as amended by the terms of the Employment Agreement and this Agreement, including Section 16(f) hereof). (e)Consideration. Executive acknowledges and agrees that: (i) the Specified Payments set forth above are adequate consideration for all of the terms of this Agreement; (ii) the Specified Payments set forth above do not include any benefit, monetary or otherwise, that was earned or accrued or to which Executive was already entitled without signing this Agreement on the date this Agreement was executed by Executive; and (iii) any monetary or other benefits which, prior to the execution of this Agreement, Executive may have earned or accrued or to which Executive may have been entitled (other than the payments described in Section 3(c) above) have been paid, or such payments or benefits are expressly described in this Agreement or have been released, waived or settled by Executive Releasor pursuant to this Agreement. (f)Repayment. Executive acknowledges that notwithstanding any provision of this Section 3 to the contrary, to the extent that any portion of the Specified Payments is incentive compensation that is required by applicable law 3 | |
| << Previous Page | Next Page >> | |