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 10.2 Separation and Release Agreement This Separation and Release Agreement (this “Agreement”) is entered into as of November 28, 2016 between David M. Maura (“Executive”) and HRG Group, Inc. (the “Company” and together with Executive, the “Parties”). 1.Recitals (a)The Parties are parties to an employment agreement, dated as of January 11, 2012, and amended as of February 11, 2014 (the “Employment Agreement”), an acknowledgement letter, dated February 2014 (the “Acknowledgement Letter”), and a Subsidiary Service Agreement dated as of January 20, 2016 (the “Subsidiary Service Agreement”); (b)The Parties have agreed that Executive’s employment will terminate on November 29, 2016; (c)The Employment Agreement requires that Executive execute a release as a condition to receiving certain severance payments and benefits; and (d)The Parties desire to fully, finally and amicably resolve and settle any and all issues between them, actual or potential, whether or not relating to Executive’s employment with the Company and the termination of such employment, in each case to the extent set forth in this Agreement. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Employment Agreement. 2.Last Day of Employment. (a)The Parties acknowledge and agree that the Recitals set forth in Section 1 of this Agreement are accurate and that, unless otherwise agreed between them in writing, Executive’s last day of employment will be November 29, 2016 (the “Separation Date”). (b)As of the Separation Date, Executive: (i) will be relieved of, and shall resign from, all duties and responsibilities as an officer, employee and/or agent of the Company, its Subsidiaries, its Affiliates and any entity managed by any of the foregoing (collectively, together with their successors and assigns, “HRG”), including as Managing Director and Executive Vice President of Investments of the Company, and will, promptly upon the Company’s written request, execute any documents reasonably required to effectuate the foregoing (including the resignation letter attached as Exhibit A); provided, however, that the term “HRG” shall not be deemed to include: Spectrum Brands Holdings, Inc., or any of its Subsidiaries, or any Affiliate Controlled by any of the foregoing, or any entity managed by any of the foregoing, or any successors or assigns of any of the foregoing (collectively, “SPB”); and (ii) will have no authority to and may not represent himself as an officer, employee or agent of HRG for any purpose unless and to the extent specified in writing by an authorized officer of the Company; provided, however, that none of the foregoing shall apply with respect to the Executive’s service on the Company’s Board of Directors (the “Board”) or to any positions or authorities Executive holds with, or any services Executive performs for, SPB; provided, further, that upon the written request of an authorized officer of the Board, Executive will promptly resign as a member of the Board and will execute any documents reasonably required to effectuate the foregoing, including the resignation letter attached as Exhibit B hereto.
(a)Separation Payments and Benefits. Provided only that (x) Executive timely delivers to the Company a signed original of this Agreement, and does not revoke this Agreement within the seven (7) day time period described in Section 20 below, and (y) has not committed a violation of the provisions of Sections 9(a), 10, 11, 12, 13 and 14 (the “Restrictive Covenants”) below (relating, respectively, to: refraining from law suits; competition and solicitation; confidential information; Company property, intellectual property; and non-disparagement), which violation has caused, or should reasonably be expected to cause, material harm to HRG, the Company will provide Executive the following payments and benefits (the “Separation Benefits”): (i)cash severance pay in the gross amount of $500,000, to be paid in a lump sum on the fifth (5th) business day following the Release Effective Date; (ii)prompt reimbursement following the Release Effective Date for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company are required to pay, for a period of 12 months (or until Executive obtains individual or family coverage through another employer, if earlier) (the “COBRA Period”); provided that Executive elects COBRA coverage and subject to the conditions that: (A) Executive is responsible for immediately notifying the Company if Executive obtains alternative insurance coverage, (B) Executive will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (C) if Executive declines COBRA coverage, then the Company will not make any alternative payment to Executive in lieu of paying for COBRA premiums, and (D) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Executive; provided, further, that Executive shall not be entitled to such reimbursement to the extent that Executive receives substantially equivalent, or more favorable, health insurance coverage under SPB benefit plans as in effect on the date of this Agreement; 1 | |||||
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