Harbinger Group Inc.
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SEC Filings

10-K/A
HRG GROUP, INC. filed this Form 10-K/A on 01/30/1995
Entire Document
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<PAGE>
 
                             CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is entered into as of August 17, 1994, 
by and between ZAPATA CORPORATION, a Delaware corporation (the "Company"), and 
KRISTIAN SIEM, an individual having his principal residence at 30 Hyde Park 
Gate, London, England ("Consultant").

The parties hereto agree as follow:

1. Engagement. The Company hereby engages Consultant and Consultant hereby 
agrees to hold himself available to render independent consulting services for 
the Company (the "Services"), to the best of his ability, upon the terms and 
conditions hereinafter set forth.

2. Term. The term of this Agreement shall begin on August 17, 1994 and shall 
extend until the date occurring one (1) year after written notice of termination
is delivered by the Company to Consultant; provided, however, that in the event 
of death, disability, or other incapacity resulting in the inability of the 
Consultant to perform the Services, this Agreement may be terminated immediately
by the Company and all compensation due hereunder shall cease as of the date of 
such death, disability or other incapacity.

3. Compensation. As compensation for the Services rendered by Consultant under 
this Agreement, the Company shall pay
 Consultant the total sum of Seventy-Five 
Thousand and No/100 Dollars ($75,000.00) per quarter, with the first payment to 
be made on November 17, 1994. These sums shall be paid upon Consultant's 
providing the Company with the invoice, at the same rate of pay, in advance of 
each payment. Additionally, Consultant shall provide Company with an invoice for
all Services performed prior to the effective date of this Agreement. The 
Company shall withhold such taxes as may be required by law. Consultant shall be
entitled to participate in the Company's group health, dental and life insurance
plans pursuant to the terms and conditions of those plans as they presently 
exist or as they may be revised during the term of this Agreement; provided, 
however, that Consulant shall pay and Company shall deduct from payments made to
Consultant such amounts as employee participants in the plans pay for these 
plans. Alternatively, Consultant may elect to receive the reasonable dollar 
value of participation in the group health, dental and life insurance plans, as 
measured by the amount of premium payments that would be required to maintain 
participation. Should Consultant voluntarily terminate this Agreement or if the 
Board of Directors of the Company determines that Consultant's Services should 
be terminated for reasonable cause, Consultant shall be entitled to receive only
such compensation as he has earned up to and including the date of his 
termination and he shall not be entitled to receive any additional amounts 
otherwise payable under the terms of this Agreement. If Consultant's Services 
hereunder shall be terminated without cause by the Company, then Consulant shall
be entitled to receive, and Company shall be obligated to pay, consulting fees 
then being paid to the Consultant for the remaining term of this Agreement.

4. Services. Consultant shall hold himself available to render, and shall render
at the request of the Company from time to time, Services as requested by the 
Chief Executive Officer and

<PAGE>
 
President. Consultant shall render the Services conscientiously and shall devote
his best efforts and abilities thereto. Consultant shall be in the United States
a minimum of one (1) week per calendar month during which time he should be 
primarily devoted to the business affairs of the Company and shall be located in
Houston, Corpus Christi, Tulsa, or such other locations in which the Company has
operations. During the performance of the Services, Consultant shall have the 
title of "Chief Operating Officer." Consultant shall observe all policies and 
directives promulgated from time to time by the Company and its Board of 
Directors and shall report the progress of his efforts to the Chief Executive 
Officer and President and the Board of Directors.

5. Expenses. Consultant shall be reimbursed by the Company for all reasonable 
business expenses he incurs during the performance of the Services. The Company 
agrees to provide Consultant with anything reasonably necessary to enable him to
perform the Services. The Company's obligation to reimburse Consultant pursuant 
to this provision shall be subject to the presentation by Consultant to the 
Company of an itemized account of such expenditures, together with supporting 
vouchers, in accordance with the Company's policies as in effect from time to 
time.

6. Directors' and Officers Insurance and Indemnity. Consultant shall be covered
by the Company's directors' and officers' liability insurance and shall be 
subject to the terms of such insurance. Consultant shall also be indemnified and
held harmless against any causes of action of any type pursuant to the terms of 
the Company's Amended and Restated Certificate of Incorporation by By-laws.

7. Income Tax. The Consultant shall have the sole responsibility for the payment
of all federal, state, city or other taxes that Company is not required by law 
to withhold. Where the Company chooses not to withhold taxes, Consultant shall 
pay all such taxes directly and shall indemnify and hold the Company, its 
officers, directors and employees harmless from any and all claims, demands, 
costs, penalties, attorneys' fees and liabilities arising as a result of 
Company's failure to do so.

8. Independent Contractor. It is expressly agreed that consultant is acting as 
an independent contractor in performing the Services hereunder and shall not be 
deemed for any purpose to be an employee, agent or servant of the Company. The 
Company shall have no direction or control of Consultant except in the results 
to be obtained.

9. Disclosure of Information. In consideration for the mutual covenant and 
agreements herein, Consultant agrees that he shall not, except as permitted by 
the Company in writing, in any manner, at any time, directly or indirectly, 
disclose or appropriate for his own use or the use of others or any company, 
subsidiary, or affiliate, trade secrets or any other "Confidential Information."
Confidential Information means any and all information concerning the Company 
and its subsidiaries or affiliated companies not known to the general public
that is disclosed to the Consultant or known or acquired by the Consultant as a
consequence of his performing Services under this Agreement. Consultant confirms
that all Confidential Information is the exclusive property of the Company.
Consultant acknowledges that the Company, its subsidiaries and affiliated
companies, would be irreparably injured by a violation of the provisions of this
provisions of this provisions of this provision and the Company, its
subsidiaries and



<PAGE>
 
affiliated companies, would have no adequate remedy at law. Therefore, 
Consultant acknowledges and agrees that injunctive relief, specific performance 
and any other appropriate equitable remedy (without any bond or other security 
being required) are appropriate remedies to enforce compliance with this 
provision.

10. Assignment. This Agreement is a personal one, being entered into in reliance
upon and in consideration of the singular personal skill and qualifications of 
Consultant. Consultant shall therefore not voluntarily or by operation of law 
assign or otherwise transfer the obligations incurred on his part pursuant to 
the terms of this Agreement without the prior written consent of the Company. 
Any attempted assignment or transfer by Consultant of his obligations without 
such consent shall be void.

11. Notice. Any notice required or permitted to be given hereunder shall be 
sufficient if in writing, and if personally delivered or sent by registered or 
certified mail, postage prepaid, or by facsimile, addressed as follows:


            IF TO THE COMPANY:                     IF TO CONSULTANT:

            P.O. Box 4240                          30 Hyde Park Gate
            Houston, Texas 77210-4240              London, England SW7 5DJ
            Attention: Vice President and
                       General Counsel
            Facsimile: (713) 940-6122

or to such other addresses as the parties hereto may specify in writing from 
time to time.

12. Waiver of Breach. The waiver by either party of any breach of any provision 
of this Agreement shall not operate or be construed as a waiver of any 
subsequent breach.

13. Governing Law. This Agreement has been executed and delivered in the State 
of Texas, and its interpretation, validity and performance shall be construed 
and enforced in accordance with the laws of such State, without regard to the 
conflict of laws provision of the State of Texas.

14. Entire Agreement. This Agreement contains the entire contract of the parties
with respect to the subject matter hereof and supersedes all other agreements 
and understandings.

<PAGE>
 
Effective as of the date first above written.

                                              ZAPATA CORPORATION

                                              (SIGNATURE OF MALCOLM I. GLAZER
                                               APPEARS HERE)

                                              By:
                                                 ----------------------------
                                                 Malcolm I. Glazer
                                                 Chairman of the Board,
                                                 Chief Executive Officer and
                                                 President

                                              CONSULTANT

                                              (SIGNATURE OF KRISTIAN SIEM
                                               APPEARS HERE)
                                              --------------------------------
                                              Kristian Siem



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