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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          The options included in the foregoing table were granted in 1990 under
the Company's 1990 Stock Option Plan, except in the case of Messrs. Glazer and
Siem, whose options were granted in 1993 under the Company's Amended and
Restated Special Incentive Plan with respect to their service as non-employee
directors.  The options were granted at Market Value on the date of grant and
are exercisable in cumulative one-third installments commencing one year from
the date of grant, with full vesting occurring on the third anniversary of the
grant date.  On September 30, 1994, the closing price of Common Stock on the
NYSE was $4.50 per share.  No options were granted to, or exercised by, the
Named Officers in fiscal 1994.


                           Pension Plan Information

          Effective January 15, 1995, the Company amended its Pension Plan to
provide that highly-compensated employees (those having covered annual
compensation in excess of $66,000) will not earn additional benefits under the
plan after that date.  In addition, the Company terminated its Supplemental
Pension Plan except with respect to benefits already accrued.  Messrs. Glazer,
Jackson and Mokry are not participants in the Pension Plan or the Supplemental
Pension Plan.  Mr. Lassiter retired for purposes of the Pension Plan effective
August 1, 1994 and receives annual benefits of $87,860 under the Pension Plan
and $101,512 under the Supplemental Pension Plan.  Mr. Migura's estimated annual
benefit is $62,412 (assuming payments commence at age 65 on a single life
annuity basis).

Employment Agreements and Other Incentive Plans

          Effective as of March 15, 1991, Zapata entered into employment
agreements with, among others, Messrs. Lassiter and Migura.  As a result of the
termination of Mr. Migura's employment in October 1994, he will receive payments
for three years equivalent to his base salary in effect at the time of
termination ($165,600 annually).  The agreements also provided for continuation
of salary for a three-year period following termination of employment under
certain circumstances occurring within two years after a change of control.  A
"change of control" for purposes of this provision occurred in July 1992.  As a
result of the change in Mr. Lassiter's responsibilities in July 1994, Mr.
Lassiter terminated his employment under this provision of his contract.
Subsequently, Mr. Lassiter entered into a consulting agreement with the Company
under which he agreed to serve as Chairman and Chief Executive Officer of Zapata
Protein, Inc. for the same aggregate compensation he would have been entitled to
receive under the termination provisions of the employment agreement, with the
payment schedule deferred over a more extended period of time so long as Mr.
Lassiter continues to serve under the consulting agreement.  The payments to Mr.
Lassiter under these provisions are included in the "Salary" column of the
Summary Compensation Table.

          The employment agreements of Messrs. Lassiter and Migura provide that
all payments to be made thereunder shall be reduced as necessary such that the
present value of all parachute payments, as defined under federal tax laws, will
be one dollar less than three times the executive's base amount of salary, so as
to avoid the excise taxes on the executive or the disallowance of a tax
deduction by Zapata.

          Effective as of August 17, 1994, Zapata entered into a consulting
agreement with Mr. Siem under which he agreed to provide certain consulting
services to the Company and serve as its Chief Operating Officer in exchange for
a quarterly fee of $75,000.  Mr. Siem ceased to serve as the Company's Chief
Operating Officer on December 15, 1994.  His consulting agreement was terminated
pursuant to the terms and conditions of a settlement agreement entered into on
March 7, 1995 under which the Company paid Mr. Siem $300,000 in exchange for his
agreement to waive and release all claims under the consulting agreement.  See
"Compensation Committee Interlocks and Insider Participation" for related
information concerning payments by the Company to entities with which Mr. Siem
is affiliated to repurchase shares of the Company's common stock and repay
outstanding debt held by such entities, and information concerning Mr. Siem's
resignation from the Company's Board of Directors.

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