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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improper venue or should be transferred to a more convenient forum. Further, each Party waives any right such Party may otherwise have to a trial by jury in any proceeding governed by this Section 17.
(a)The Company represents and warrants that (i) it is fully authorized by action of the Board (and of any other Person or body whose action is required) to enter into this Agreement and to perform its obligations under it, (ii) the execution, delivery and performance of this Agreement by it does not violate any applicable law, regulation, order, judgment or decree or any agreement, arrangement, plan or corporate governance document (x) to which it is a party or (y) by which it is bound and (iii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be its valid and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. (b)Executive represents and warrants that (i) delivery and performance of this Agreement by him does not violate any applicable law, regulation, order, judgment or decree or any agreement to which Executive is a party or by which he is bound and (ii) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be a valid and binding obligation of Executive, enforceable against him in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. (c)This Agreement, Company Arrangements referred to in it, and Company Arrangements relating to grant awards received by Executive, constitute the complete understanding and agreement between the Parties with respect to the matters addressed in them. If any provision of this Agreement is determined to be void, voidable or unenforceable, it shall have no effect on the remainder of this Agreement, which shall remain in full force and effect. (d)No provision of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). In the event of any conflict between the provisions of this Agreement and those of any other document, the provisions of this Agreement shall control. There shall be no contractual or similar restrictions imposed by HRG on Executive’s activities after the Separation Date that are more restrictive on the Executive’s activities than those set forth in this Agreement. (e)The failure of any Person to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such Person’s rights or deprive such Person of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by any Person in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. (f)The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties intend that no rule of strict construction will be applied against either Party. Wherever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limiting the foregoing in any respect.” The words “hereof,” “herein” and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Any reference to any rule, law, statute or regulation shall mean such rule, law, statute or regulation as amended, modified or supplemented from time to time. (g)This Agreement may be executed in two counterparts and both such counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile (including by “pdf”) shall be deemed effective for all purposes. (h)The captions and underscoring in this Agreement are for convenience of reference only, shall have no legal effect, and do not define or limit the provisions hereof. (i)In the event of Executive’s death or a judicial determination of his incapacity, references in this Agreement to “Executive” shall be deemed (where appropriate) to be references to his heir(s), beneficiar(ies), estate, executor(s) or other legal representative(s). (j)Executive shall be under no obligation to seek other employment or otherwise mitigate the obligations of HRG under this Agreement, and there shall be no offset against amounts or benefits due Executive under this Agreement or otherwise (except as expressly set forth in Section 3(a)(ii) above) on account of (x) any Claim that HRG may have against him or (y) any remuneration or other benefit earned or received by Executive after the Separation Date. Any amounts or benefits due under this Agreement are considered to be reasonable by the Company and are not in the nature of a penalty.
(a)The Parties intend that this Agreement, and the delivery of benefits under Section 3 above, comply with the requirements of Section 409A, and that this Agreement be interpreted to comply with or be exempt from Section 409A. The Parties agree to negotiate in good faith to make amendments to this Agreement and any other Company Arrangement as are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, 9 | |||||||||
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