Exhibit A
Summary of Certain Cash Payments:
| | 1. | The “Designated Payment” shall be paid as follows: |
| | a. | On June 30, 2017, you shall be paid $2,000,000, less applicable taxes and withholdings, |
| | b. | On October 2, 2017, you shall be paid $1,000,000, less applicable taxes and withholdings; and |
| | c. | On the Transaction Closing Date, you shall be paid $1,000,000, less applicable taxes and withholdings. |
Summary of Outstanding Restricted Stock and Option Awards:
| | | | | | Restricted Shares | Grant Date | Current Vesting Date | Vesting Date Following Termination* | Number of Shares | 11/25/2014 | 11/29/2017 | Earlier of 11/29/2017 or 5 business days after the Release Condition is satisfied | 25,539 | Options** | Grant Date | Original Vesting Date | Vesting Date Following Termination* | Exercise Price | Number of Options | 11/25/2014 | 11/29/2017 | Earlier of 11/29/2017 or 5 business days after the Release Condition is satisfied | $13.36 | 11,218 |
* HRG shall at your request “net settle” such restricted shares or options 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 HRG’s ability to comply with its contractual arrangements following such net share settlement, including covenants in HRG’s debt agreements.
** Unless your employment is terminated for Cause (subject to the Required Release), with respect to any option (or portion thereof) to purchase shares of HRG stock that is exercisable as of the Termination Date (including, for the avoidance of doubt, any option vested prior to the Termination Date that remain unexercised on the Termination Date), you 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 Termination Date (the “Expiration Date”), but if, commencing on the 30th day prior to the Expiration Date (the “Protection Date”), trading in the shares of common stock is prohibited by HRG’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 30th trading day that is not Blacked Out following the Protection Date; (y) with respect to any option (or portion thereof) to purchase shares of HRG stock that will become exercisable after the Termination Date, you 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 30th 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 30th 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 HRG 2011 Omnibus Equity Award Plan, as amended through the Termination Date.
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