Harbinger Group Inc.
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SEC Filings

DEF 14A
HRG GROUP, INC. filed this Form DEF 14A on 11/15/1995
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COMPENSATION OF DIRECTORS

          During the year ended September 30, 1994, those members of Zapata's
Board of Directors who were not employees of the Company were paid an annual
retainer of $20,000, plus $3,000 for serving as chairman of any committee, plus
$700 for each Board or committee meeting attended.  Effective October 1, 1994,
the per meeting fee was changed to an annual fee of $1,000 for each Committee of
the Board on which a Board member serves and the additional fee for serving as
chairman of a committee was eliminated.  Those directors who also are Zapata
employees do not receive any additional compensation for their services as
directors.

          Pursuant to the Company's Amended and Restated Special Incentive Plan,
each non-employee director of the Company automatically receives, following
initial appointment or election to the Board of Directors, a grant of options to
purchase 20,000 shares of the Company's Common Stock at the fair market value on
the date of the grant.  Each such option is exercisable in  three equal annual
installments after the date of the grant.

          On August 27, 1981, Zapata and B. John Mackin, a director of Zapata
until his resignation in February 1994, entered into a Consulting and Retirement
Agreement pursuant to which Mr. Mackin, who was then serving as Chairman of the
Board and Chief Executive Officer of Zapata, agreed to continue serving as
Chairman of the Board and Chief Executive Officer of Zapata until his normal
retirement date, and to serve as a consultant to the Company following his
retirement.  The agreement provides for annual retirement income of $225,000 for
the remainder of Mr. Mackin's life and thereafter $112,500 annually to his wife
should she survive him.  Mr. Mackin retired as an employee of the Company on
December 31, 1985 and receives the amounts provided for under the agreement.
The agreement was deemed appropriate by the Board of Directors because by
serving the Company in the stated capacities, Mr. Mackin forfeited retirement
benefits comparable to those provided for under such agreement and which
otherwise would have accrued to him with respect to his previous employment, and
he was not eligible to participate in Zapata's Pension Plan.

          In November 1993, Peter M. Holt and Zapata entered into a three-year
consulting agreement pursuant to which Zapata will pay Mr. Holt an annual
consulting fee of $200,000 for the first year, $150,000 for the second year and
$130,000 for the third year.  During the first eighteen months of the term of
the consulting agreement, Mr. Holt will serve in the capacity of chairman and
chief executive officer of the divisions or subsidiaries of Zapata engaged in
the natural gas compression business and shall have the title of chairman and
chief executive officer.  Mr. Holt has agreed that, upon receipt of the written
request of the chief executive officer of Zapata during such eighteen month
period, he will relinquish the title of chief executive officer of such
divisions or subsidiaries, but will continue to have the title of chairman of
such divisions or subsidiaries.  During the second eighteen months of the term
of the consulting agreement, Mr. Holt will serve in the capacity of chairman of
such divisions or subsidiaries and shall have the title of chairman.

C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          Members of the Compensation Committee of the Board of Directors during
the year ended September 30, 1994 included Messrs. Holt, M. Glazer, Siem, Daniel
P. Whitty and until his resignation in February 1994, Mr. B. John Mackin.  Mr.
A. Glazer became a member of the Committee in August 1994. Daniel P. Whitty
resigned from the Board of Directors in November 1994.

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