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Exhibit
Exhibit 10.3
HRG GROUP, INC. 450 Park Avenue, 29th Floor New York, NY 10022
January 20, 2017 Ehsan Zargar c/o HRG Group, Inc. 450 Park Avenue, 29th Floor New York, NY 10022 Dear Mr. Zargar, HRG Group, Inc. (“HRG”) is pleased to provide you (“you” or the “Employee”) with a retention bonus and/or severance upon and in accordance with the terms of this letter agreement (this “Agreement”).
| | 1. | Retention Bonus. Subject to Section 2 below, provided that you remain employed by HRG on a full-time basis from the date of this Agreement through each payment date set forth on Exhibit A, HRG shall pay to you three separate retention bonus payments each in an amount and on the date set forth on Exhibit A, less applicable taxes and withholdings (each such payment, a “Designated Payment”). |
| | 2. | Termination During the Retention Period. Notwithstanding anything else herein to the contrary, you will not be eligible to receive any unpaid portion of the Designated Payment and/or the COBRA Reimbursement (collectively, the “Payments”) if you are terminated by HRG for Cause (as defined below) or you choose to resign without Good Reason, in each case prior to the dates specified in clause (1) of Exhibit A;
provided that any portion of the Payments earned or paid prior to such termination shall be retained by the Employee and will not be required to be returned. If you are terminated by HRG for any reason other than Cause or you resign with Good Reason or your employment ends as a result of your death or termination by HRG as a result of Disability, in each case prior to the earning or receiving the payments specified in clause (1) of Exhibit A and you have otherwise complied with the terms of this Agreement, you shall receive the Payments, subject to the Required Release and the timing set forth in Section 3 below. You shall be entitled to receive and HRG shall pay your accrued but unpaid base salary, unused vacation time accrued through date of your termination of employment (the “Termination Date”), and unreimbursed business expenses (including participation in HRG’s FlexNet and the HRG 401K plans) incurred through the Termination Date. The treatment of your restricted stock and options to acquire stock of HRG shall be as set forth on Exhibit A. |
| | 3. | Required Release. Payment of the Payments and the other treatment of your equity set forth on Exhibit A, is conditioned on your execution, delivery and nonrevocation of HRG’s standard waiver and release of claims in HRG’s customary form (“Release Letter”) within fifty-five days following the Retention End Date or the date of your termination, if earlier (the “Release Condition”). After the Retention End Date or any termination from the Company, HRG shall promptly (any in any event within 10 business days following such event) provide you with the Release Letter. Payments of amounts which do not constitute nonqualified deferred compensation and are not subject to Section 409A (defined below) shall be paid five (5) days after the Release Condition is satisfied and payments and benefits which are subject to Section 409A shall be paid on the 60th day after the Retention End Date or the date of your termination, if earlier (subject to further delay under Section 7 below) provided that the Release Condition is satisfied. You 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 you under this Agreement on account of any compensation earned by you after your termination. |
| | 4. | Definitions. For purposes of this Agreement: |
| | a. | “Cause” means: (A) willful misconduct in the performance of your duties for HRG which causes material injury to HRG or its subsidiaries, (B) you willfully engage in illegal conduct that is injurious to HRG or its subsidiaries, (C) your material breach of the terms of this Agreement or your employment agreement, (D) you willfully violate HRG’s written policies in a manner that causes material injury to HRG; (E) you commit fraud or misappropriate, embezzle or misuse the funds or property of HRG or its subsidiaries; (F) you engage in negligent actions that results in the loss of a material amount of capital of HRG or its subsidiaries; or (G) you willfully fail to follow the reasonable and lawful instructions of the Board of Directors of HRG (“Board”) or your superiors that are consistent with your position with HRG; provided, however, that you |
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