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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(iii)full vesting on the Release Effective Date of 100% of the unvested options to purchase shares of Company stock that were awarded to Executive prior to the Separation Date, which are listed below, such that such options become exercisable as follows: (A) 48,408 options become exercisable on November 29, 2016; (B) 157,978 options become exercisable on November 29, 2016; (C) 3,611 options become exercisable on November 29, 2016; and (D) 48,408 options become exercisable on November 29, 2017; with “net settling” at the time taxes are incurred (by deducting cash or stock subject to each tranche of the award equivalent in value, as of the date taxation is triggered, to the tax then owed with respect to such tranche, with the tax calculated at the minimum applicable tax withholding rates), in each case subject to the Debt Limitations; (iv)full vesting on the Release Effective Date of 100% of the unvested shares of restricted stock of the Company, that were awarded to Executive prior to the Separation Date, which are listed below, such that such shares shall be delivered as follows: (A) 110,212 restricted shares shall be delivered on November 29, 2016; (B) 393,496 restricted shares shall be delivered on November 29, 2016; (C) 6,868 restricted shares shall be delivered on November 29, 2016; and (D) 110,212 restricted shares shall be delivered on November 29, 2017; with “net settling” at the time taxes are incurred (by deducting cash or stock subject to each tranche of the award equivalent in value, as of the date taxation is triggered, to the tax then owed with respect to such tranche, with the tax calculated at the minimum applicable tax withholding rates), in each case subject to the Debt Limitations; (v)a bonus for the Company’s 2016 fiscal year, payable in accordance with Schedule 1 hereto; (vi)a bonus for the Company’s 2017 fiscal year equal to $2,150,000, paid in a cash lump sum on the fifth (5th) business day after the Release Effective Date; and (vii)subject to the provisions (x) and (y) of Section 3(a), all of the foregoing amounts and benefits in this Section 3(a) shall be non-forfeitable, and shall not be subject to reduction, in each case except to the extent provided in Section 3(f). (b)No Other Bonus. Notwithstanding anything in this Agreement or elsewhere to the contrary, the Parties agree that, except as provided in Section 3(a)(vi) above, 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 2017 fiscal year or thereafter. (c)Other Benefits. Executive shall be entitled to receive, in each case promptly when due: Base Salary through the Separation Date; unused vacation time accrued through the Separation Date; reimbursement for appropriately documented and unreimbursed business expenses incurred through the Separation Date in accordance with the applicable terms of the Company’s policies; and FlexNet and 401(k) benefits (collectively, “Company Arrangements”); provided that the foregoing shall not apply to any severance benefits under any Company plan, program or arrangement not specifically provided for under this Agreement. The Company confirms that Executive holds awards, and owns shares, that are, or will be, vested before the Release Effective Date, and that no such shares or awards will be subject to forfeiture or reduction, except to the extent required by applicable law (including Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act) or by written company policy of general application implemented to satisfy the requirements of such law. (d)Indemnification. To the extent permitted by law and the Company’s governing documents and applicable insurance agreements, the Company shall indemnify Executive, hold Executive harmless, and make advances for expenses (including attorneys and costs) to Executive (subject to Executive’s providing an undertaking to repay the Company that is reasonably acceptable to the Company) with respect to any and all losses, claims, demands, liabilities, costs, damages, expenses (including, without limitation, reasonable attorneys’ fees and expenses) and causes of action imposed on, incurred by, asserted against or to which Executive may otherwise become subject by reason of or in connection with any act or omission of Executive, including any negligent act or omission, for and on behalf of the Company that occurs during Executive’s employment with the Company or services on its Board, that Executive reasonably and in good faith believes is in furtherance of the interest of the Company, unless such act or omission constitutes gross negligence or intentional misconduct or is outside of the scope of Executive’s authority, provided, however, that this Section 3(d) shall not be construed to grant Executive a right to be indemnified by the Company for actions or proceedings brought by Company for breach or anticipated breach of this Agreement by Executive. Nothing in this Agreement shall reduce, or otherwise affect, any rights that Executive may otherwise have to indemnification or advancement under HRG corporate governance documents, under any indemnification agreement between Executive and HRG, or under applicable law. (e)Consideration. Executive acknowledges and agrees that: (i) the Separation Benefits set forth above are adequate consideration for all of the terms of this Agreement, (ii) the Separation Benefits set forth above include significant benefits, monetary or otherwise, to which Executive was not already entitled without signing this Agreement and (iii) effective on the Release Effective Date, 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 either (x) will have been paid or provided, or (y) are expressly described in this Agreement (e.g., in Section 3(a) or 3(c) above), or (z) will have been released and waived pursuant to Section 4 below. 2 | |
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