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


Exhibit 10.3

HRG GROUP, INC.
2011 OMNIBUS EQUITY AWARD PLAN, AS AMENDED

FORM OF EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENT

THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), is made, effective as of [_____], 2016 (the “Date of Grant”), between HRG Group, Inc. (the “Company”), and David Maura (the “Participant”).
R E C I T A L S:

WHEREAS, the Company has adopted the HRG Group, Inc. 2011 Omnibus Equity Award Plan, as amended through the Date of Grant (the “Plan”), pursuant to which Options may be granted; and
WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to grant to the Participant an Option as provided herein and subject to the terms set forth herein.
NOW THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
1.
Grant of Option.
(a)Grant. The Company hereby grants to the Participant an Option (the “Option”) to purchase 318,190 shares of Common Stock (such shares, the “Option Shares”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Option is not intended to qualify as an Incentive Stock Option. The Exercise Price, being the price at which the Participant shall be entitled to purchase the Option Shares upon the exercise of all or any portion of the Option, shall be $[ ] per Option Share.
(b)Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. In the event of a conflict between the separation agreement between the Participant and the Company dated November 28, 2016 (the “Separation Agreement”) and this Agreement or any other document, the terms and conditions of the Separation Agreement shall govern. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision, to the extent consistent with this Agreement, shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.
(c)Vesting. Except for such earlier vesting or exercisability as may otherwise be provided for under the Plan, the Option shall become vested and exercisable with respect to the 318,190 shares that are subject to it as follows: 30,626 shall be vested and exercisable on the fifth business day after the Release Effective Date (as defined in the Separation Agreement), 30,626 shall be vested and exercisable on the first anniversary of the Date of Grant, 128,469 shall be vested and exercisable on the second anniversary of the Date of Grant and 128,469 shall be vested and exercisable on the third anniversary of the Date of Grant (each such date, a “Vesting Date”). Any fractional Option Shares resulting from the application of the vesting schedule shall be aggregated and the Option Shares resulting from such aggregation shall vest on the final Vesting Date.
2.Transferability. The Option may not be assigned, alienated, pledged, attached, sold, gifted, loaned or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under of the Plan. In the event of the Participant’s death, the Option shall thereafter be exercisable (to the extent otherwise exercisable hereunder) only by the Participant’s executors or administrators.
3.Expiration. Once vested, the Option shall remain exercisable until the tenth anniversary of the Date of Grant, except as otherwise provided in Section 12 and 13 of the Plan and except for any period during which trading in the shares subject to the Option is “Blacked Out” (as such term is defined in the Separation Agreement). Notwithstanding anything else herein or the Separation Agreement to the contrary, in no event shall all or any portion of the Option be exercisable after the tenth anniversary of the Date of Grant (the “Option Period”).
4.Method of Exercise.
(a)Options which have become exercisable may be exercised by delivery of a duly executed written notice of exercise to the Company at its principal business office using such form(s) as may be required from time to time by the Company. The Participant may obtain such form(s) by contacting the Legal Department at the address set forth in Section 9(a) below.

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