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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(ii)382,117 restricted shares scheduled to vest on November 29, 2016 pursuant to a Restricted Stock Award Agreement under the Equity Plan and dated December 2, 2013; (iii)126,971 options scheduled to vest on November 29, 2016 pursuant to an Employee Nonqualified Option Award Agreement under the Equity Plan and dated November 25, 2014 (the “November 2014 Option Agreement”); (iv)289,077 restricted shares scheduled to vest on November 29, 2016 pursuant to a Restricted Stock Award Agreement under the Equity Plan and dated November 25, 2014 (the “November 2014 Restricted Stock Agreement”); (v)4,582 options scheduled to vest on November 29, 2016 pursuant to an Employee Nonqualified Option Award Agreement under the Equity Plan and dated November 24, 2015; and (vi)8,715 restricted shares scheduled to vest on November 29, 2016 pursuant to a Restricted Stock Award Agreement under the Equity Plan and dated November 24, 2015. (b)“2017 Vesting Awards” shall mean the following awards that have been granted to the Executive: (i)126,971 options scheduled to vest on November 29, 2017 pursuant to the November 2014 Option Agreement; and (ii)289,076 restricted shares scheduled to vest on November 29, 2017 pursuant to the November 2014 Restricted Stock Agreement. (c)“Announcement Date” shall mean the date on which the Company announces that it has entered into definitive documentation which, if the transactions contemplated thereby were consummated, would result in a sale, merger, change in control or other strategic transaction of or involving the Company and substantially all of its assets. For the avoidance of doubt, “substantially all of its assets” shall include the Company’s beneficial ownership interests in both Spectrum Brands Holdings, Inc. (“SPB”) and Fidelity & Guaranty Life Insurance Company (“FGL”) to the extent the Company beneficially owns interests in SPB or FGL on such date. (d)“Good Reason” shall mean the occurrence, without Executive’s express written consent, of any of the following events: (A) a material diminution in Executive’s authority, duties, responsibilities or title; (B) a diminution of Base Salary; (C) a change in the geographic location of Executive’s principal place of performance of his services hereunder to a location more than thirty (30) miles outside of New York City that is also more than thirty (30) miles from his primary residence at the time of such change, except for travel consistent with the terms of this Agreement; (D) a material breach by the Company of the Employment Agreement; and (E) Executive is not re-nominated to the Board (unless such nomination would violate any legal restriction or order or would cause the Board to be in breach of its fiduciary obligations). If Executive does not give Company a written notice (specifying in detail the event or circumstances claimed to give rise to Good Reason) within ninety (90) days after Executive has knowledge that an event constituting Good Reason has occurred, or is deemed to have occurred, the event will no longer constitute Good Reason; provided, however, that (I) the foregoing shall not apply with respect to (A) above if such notice is provided within ninety (90) days of the most recent event constituting a material diminution in authority, duties or responsibilities. In addition, Executive must give the Company notice and thirty (30) days to cure, and if not cured, Executive must actually terminate his employment within thirty (30) days following the expiration of such cure period; otherwise, that event will no longer constitute Good Reason.
As a further condition to receipt of the Specified Payments, within twenty-one (21) days following the Designated Date, Executive shall deliver a second release (the “Second Release”) and waiver of claims, which shall include substantially identical provisions to the provisions of Sections 4, 5, 6, 7, 8 and 9 hereof (except that the release of claims shall be through and as of the Designated Date and shall become final and binding upon the expiration of the seven day revocation period after the Designated Date, such date, the “Final Release Date”), to HRG Group, Inc., 450 Park Avenue, 29th Floor, New York, NY 10022, Attention: General Counsel. For the avoidance of doubt, if Executive does not deliver the Second Release within twenty-one (21) days following the Designated Date, or delivers the Second Release but revokes it before it becomes effective and the Company is not in breach of this Agreement then no Specified Payments shall be made to Executive and if any such payments are made or provided that were conditioned upon providing a Second Release, Executive shall promptly return such Separation Payment to the Company. 10 | |||||
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