SEC Filings
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| 10-K/A | |||||||||
| HRG GROUP, INC. filed this Form 10-K/A on 01/27/2017 | |||||||||
| Entire Document | |||||||||
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(b)During Executive’s employment with the Company and thereafter, HRG agrees that neither HRG nor any Designated Entity shall make, publish, or communicate to any Person, or authorize any Person to make, publish or communicate at any time to any Person any Disparaging remark, comment or other statement concerning Executive. (c)For the purposes of this Section 14, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilities of the Person being disparaged.
(a)The covenants, representations and acknowledgments made by the Parties in this Agreement shall survive the execution of this Agreement and the delivery of the Separation Benefits to be made hereunder. Except as may be prohibited by law, in the event that an independent arbitrator appointed pursuant to the Arbitration provision of the Employment Agreement (the “Arbitrator”) finds that Executive has committed or is committing a material breach of any of the Restrictive Covenants resulting in material harm to the business or reputation of the Company, in the Arbitrator’s discretion, (x) the Company Releasees may be excused and released from any obligation to make the Separation Payments contemplated by this Agreement and any installment thereof and/or (y) the Executive may be liable for any damages suffered or incurred by any Company Releasee by reason of such material breach. For avoidance of doubt, the Company shall be entitled to enforce the provision of clause (x) in Section 3(a), and of Section 3(f), through arbitration in accordance with Section 17(b). Under no circumstances will the Company be excused from paying an amount of $5,000 of the total consideration paid to Executive under Section 3(a) of this Agreement. (b)Executive acknowledges that a violation by Executive of any of the Restrictive Covenants could cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company may be entitled (without the necessity of showing economic loss or other actual damage and without the requirement to post a bond) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction described in Section 17(c) for any actual or threatened breach of any of the Restrictive Covenants in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company’s rights shall be unrestricted except as otherwise provided in this Agreement. 16.Protected Rights. Notwithstanding any other provision in this Agreement or any other agreement that Executive may have entered with the Company prior to the date hereof, including, but not limited to, the Employment Agreement and the Acknowledgement Letter (collectively, the “Agreements”), nothing contained in any of the Agreements (i) prohibit Executive from reporting to the staff of the Securities Exchange Commission (“SEC”) possible violations of any law or regulation of the SEC, (ii) prohibit Executive from making other disclosures to the staff of the SEC that are protected under the whistleblower provisions of any federal securities laws or regulations or (iii) limit Executive’s right to receive an award for information provided to the SEC staff in accordance with the foregoing. Please note that Executive does not need the prior authorizations of the Company to engage in such reports, communications or disclosures and Executive is not required to notify the Company if Executive engages in any such reports, communications or disclosures.
(a)This Agreement shall in all respects be subject to, governed by, and enforced and construed pursuant to and in accordance with, the laws of the State of New York, without regard to and excluding the choice of law rules of any applicable jurisdiction. (b)Except to the extent otherwise provided in Section 15(b) hereof with respect to certain claims for injunction relief, any controversy, claim or dispute that arises between HRG and Executive, or that relates to this Agreement, to any other Company Arrangement, to the Executive’s employment with HRG or to the termination of Executive’s employment with HRG, shall be resolved by binding confidential arbitration in accordance with the Commercial Arbitration Rules and Mediation Procedures (the “Rules”) of the American Arbitration Association through a single arbitrator selected in accordance with the Rules. The decision of the arbitrator shall be rendered within thirty (30) days of the close of the arbitration hearing and shall include written findings of fact and conclusions of law. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof in the County of New York. In reaching his or her decision, the arbitrator shall have no authority (a) to change or modify any provision of this Agreement, (b) to base any part of his or her decision on the common law principle of constructive termination, or (c) to award punitive damages or any other damages not measured by the prevailing party’s actual damages. The arbitrator may not make any ruling, finding or award that does not conform to this Agreement. Each Party shall bear all of his or its own legal fees, costs and expenses of arbitration and one-half (1/2) of the costs of the arbitrator. (c)Any proceeding in aid of arbitration under Section 17(b), or to enforce, modify or vacate an arbitration award under Section 17(b), or to seek injunctive relief under Section 15(b), shall be brought in a state or federal court of competent subject matter jurisdiction situated in New York County, New York. Each Party consents to personal jurisdiction in any such court. In addition, each Party waives any right to assert that any such proceeding brought in any such court is in the 8 | |||||||||
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