Harbinger Group Inc. -SEC Filings

SEC Filings

10-K/A

HRG GROUP, INC. filed this Form 10-K/A on 01/27/2017

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(f)Repayment. Executive acknowledges that notwithstanding any provision of this Section 3 to the contrary, to the extent that any portion of the Separation Benefits is incentive compensation that is 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, to be subject to any clawback, forfeiture, recoupment or similar limitation, then such portion of the Separation Benefits shall be subject to such required clawback, forfeiture, recoupment or similar limitation, in each case to the extent reasonably determined by the Board.

(g)Taxes. Executive shall be responsible for the payment of any and all required federal, state, local and foreign taxes incurred, or to be incurred, by him in connection with benefits under this Agreement or under any other Company Arrangement. HRG shall have the right to withhold from all amounts and benefits payable to Executive under this Agreement, or under any other Company Arrangement, all federal, state, local and foreign taxes that are required to be withheld pursuant to any applicable law or regulation.

(h)Except as otherwise provided in Schedule 1 hereto and notwithstanding anything in this Agreement or elsewhere to the contrary, (x) with respect to any option (or portion thereof) to purchase shares of Company stock that is exercisable as of the Release Effective Date, Executive shall be permitted to exercise such option (or portion thereof) at any time from the date that such option (or portion thereof) first becomes exercisable through the first anniversary of the Release Effective Date (the “Expiration Date”), but if, commencing on the 45^th day prior to the Expiration Date (the “Protection Date”), trading in the shares of common stock is prohibited by the Company’s insider trading policy or federal securities laws, as applicable (“Blacked Out”), the Expiration Date shall be automatically extended until the date that is the 45th trading day that is not Blacked Out following the Protection Date; (y) with respect to any option (or portion thereof) to purchase shares of Company stock that will become exercisable after the Release Effective Date, Executive shall be permitted to exercise such option (or portion thereof) at any time starting from the date such option (or portion thereof) first becomes exercisable until the first anniversary of such date (the “Post-Release Expiration Date”), but if, commencing on the 45^th day prior to the Post-Release Expiration Date (the “Post-Release Protection Date”), trading in the shares of common stock is Blacked Out, the Post-Release Expiration Date shall be automatically extended until the date that is the 45th trading day that is not Blacked Out following the Post-Release Protection Date; provided that in no event shall any exercise period under either clause (x) or (y) extend beyond the 10th anniversary of the date of grant of the option in question (or such earlier date as provided under Sections 12 or 13 of the Harbinger Group Inc. 2011 Omnibus Equity Award Plan, as amended through the Separation Date (the Equity Plan”)).


4.	Release and Waiver of Claims by Executive

THIS SECTION PROVIDES, TO THE EXTENT SET FORTH BELOW, A COMPLETE RELEASE AND WAIVER OF ALL EXISTING AND POTENTIAL CLAIMS EXECUTIVE MAY HAVE AGAINST EVERY PERSON AND ENTITY INCLUDED WITHIN THE DESCRIPTION BELOW OF “COMPANY RELEASEE.” BEFORE EXECUTIVE SIGNS THIS RELEASE, EXECUTIVE MUST READ THIS SECTION 4 CAREFULLY, AND MAKE SURE THAT EXECUTIVE UNDERSTANDS IT FULLY.

(a)In consideration of Executive’s receipt and acceptance of the consideration contained in this Agreement from and/or on behalf of Company Releasees, Executive, on Executive’s own behalf and on behalf of each of Executive’s heirs, executors, administrators, successors and assigns, (collectively, “Executive Releasors”), hereby irrevocably, unconditionally and generally releases:

(i)HRG;

(ii)any entity managed by HRG (collectively, “Designated Entities” and, together with HRG, the “HRG Entities”); and

(iii)any current or former shareholder, director, officer, partner, member, agent, attorney or employee, of any of the HRG Entities (the Persons described in Sections 4(a)(i) - (iii) being collectively “Company Releasees”);

from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, controversies, agreements, promises, damages, judgments, executions, liabilities, claims or demands, known or unknown and of any nature whatsoever (collectively, “Claims”) that any Executive Releasor ever had, now has or may have as of the Release Effective Date of this Agreement, including any Claim arising directly or indirectly out of, or relating to, Executive’s employment with the Company or any relationship with any Company Releasee, the payment or nonpayment of any compensation by any of the HRG Entities, the performance of services for the Company or any Company Releasee or the termination of such employment or services.

(b)Specifically, without limitation, the release in Section 4(a) shall include and apply to any Claim:

(i)arising under any contract or employment arrangement between the Parties, express or implied, written or oral, including the Employment Agreement and any bonus agreement;

(ii)for payment of any bonuses and other payments, except as otherwise provided in Section 3(a) and Section 3(c) above;

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