TEMPORARY EMPLOYMENT AGREEMENT
This TEMPORARY EMPLOYMENT AGREEMENT (“Agreement”) is dated as of December 1, 2010 by and between Harbinger Group Inc. (the “Company”) and Richard Hagerup (“Employee”) (each a “Party” and together, the “Parties”).
WHEREAS, the Parties wish to establish the terms of the Employee’s temporary at-will employment with the Company as set forth in this Agreement.
NOW THEREFORE, in consideration of the promises and mutual considerations herein and for other good and valuable consideration, the Parties agree as follows:
1. Termination of Other Agreements . All agreements by and between the Company and Employee, or between the Company and any third party with respect to Employee, if any, are hereby terminated and superseded and replaced in their entirety by this Agreement.
2. Start Date . Employee’s employment under this Agreement with the Company shall commence on December 1, 2010 (“Start Date”). Although Employee and the Company anticipate that Employee’s employment will cease on June 1, 2010, Employee’s employment shall remain at all times “at will,” meaning that either the Employee or the Company may end the employment relationship at any time for any reason or for no reason whatsoever and without notice.
3. Title; Duties; Hours of Work . Employee’s title will be Interim Chief Accounting Officer, subject to any necessary corporate approvals, or such other title as the Company may determine from time to time. During Employee’s employment, Employee will devote substantially all of Employee’s full working time and attention to the performance of Employee’s duties and to the promotion of the business interests of the Company and its affiliates. Without limiting the foregoing, Employee shall perform such hours of work as are necessary to fulfill his job function as determined by the Company, including abiding by the Company’s formal hours of work from 8:30 AM to 5:30 PM, Eastern Time, Monday through Friday, subject to modification based on the Company’s business needs in its sole discretion.
4. Principal Location of Employment . Employee’s principal location of employment shall be at such locations as designated from time to time by the Company.
5. Compensation .
a. Employee’s bi-weekly pay will be $9,230.77 (Nine Thousand Two Hundred Thirty Dollars and Seventy-Seven Cents), payable in accordance with the regular payroll practices of the Company (“Base Pay”). Employee will not be eligible to receive overtime pay because he is exempt from the state and federal overtime pay requirements as a professional.
b. The Company is authorized to deduct or cause to be deducted from any payment or benefit under this Agreement all taxes and amounts required or authorized by law to be withheld.
6. Benefits . As a temporary employee, Employee will not be eligible to participate in any of the Company’s benefits plans.
7. Representations and Warranties . Employee represents and warrants that Employee is not a party to or subject to any restrictive covenants, legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit Employee’s ability to perform Employee’s obligations under this Agreement, including, but not limited to, non-competition
agreements, non-solicitation agreements or confidentiality agreements, and Employee’s employment with the Company does not violate the terms of any agreement to which Employee is a party. Employee further represents and warrants that Employee will not bring to the Company, without prior written permission or license, any data, information, programs, models or intellectual property that either belongs to any other person or firm or as to which Employee’s use or possession is restricted.
8. Employment Relationship . Employee’s employment is temporary and “at will.” This Agreement is not a contract of employment for any specific period of time, and Employee’s employment may be terminated by Employee or by the Company at any time for any reason or no reason whatsoever, provided, however, that if the Company terminates Employee’s employment other than for Cause (as defined below) with less than 30 days’ notice, the Company shall continue to pay the Employee’s salary through the 30-day period (the “Notice Period”). For purposes of this Agreement, the term “Cause” shall mean (as determined by the Company in good faith) that Employee has (i) engaged in conduct amounting to fraud or dishonesty against the Company or any affiliate; (ii) engaged in unethical conduct related to his services under this Agreement; (iii) committed a violation of a securities law, rule or regulation of the United States, any state or subdivision therein, or any other applicable jurisdiction, or of the Company’s compliance policies and procedures; (iv) acted in a negligent manner or committed willful misconduct in the performance of his duties hereunder; (v) been under the influence of drugs or alcohol while on the premises of the Company or its affiliates; or (vi) committed a breach or violation of the terms of this Agreement or otherwise failed to perform the services hereunder in accordance with the terms of this Agreement.
9. Travel Expenses . The Company will reimburse Employee for all actual, reasonable and direct travel expenses incurred by Employee in the performance of his duties, including travel to New York, New York from Miami, Florida.
10. Termination . Upon termination of Employee’s employment with the Company for any reason or for no reason, Employee’s rights to receive compensation shall cease, except for any accrued but unpaid Base Pay and, if the Company terminates Employee’s employment without Cause and upon less than 30 days’ notice, Base Pay through the Notice Period.
11. Confidential Information . Employee acknowledges that during Employee’s employment Employee will have access to certain Confidential Information (as defined below) belonging to the Company, its affiliates, and/or other entities affiliated with Philip A. Falcone, which derives value from being not generally known to the public or to other persons or entities who can obtain value from