exv10w1






Exhibit 10.1




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terminated and superseded and replaced in their entirety by this Agreement.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 its disclosure or use. Accordingly, Employee agrees to maintain the confidentiality of
all such Confidential Information, whether obtained by him before or after the date of this
Agreement, and to hold all such information in a fiduciary capacity solely for the benefit of the
Company and its affiliates. “Confidential Information” means non-public information concerning the
operations, systems, services, personnel, financial affairs and investment and trading
philosophies, strategies and techniques and performance record and statistics of the Company and/or
its affiliates, computer software, forms, contracts, agreements, literature or other documents
designed, developed or written by, for, with or on behalf of the Company, its affiliates or any of
their respective clients or investors, client and investor contact lists, and the identity of any
clients or investors of the Company or its affiliates or other information about such clients,
investors or their investments.



     12. Company Property. Employee acknowledges that all Company equipment (including
computers, PDAs, mobile telephones and software), and originals and copies of materials, records,
documents, files and memoranda (including materials maintained electronically), generated by
Employee or coming into Employee’s possession or under Employee’s control in the course of
Employee’s employment, whether before or after the date of this Agreement, including but not
limited to Confidential Information, are the sole property of the Company and its affiliates
(“Company Property”). Upon the termination of Employee’s employment for any reason or for no
reason, or upon the request of the Company at any time, Employee will promptly deliver all Company
Property to the Company. At no time will Employee remove or cause to be removed from the premises
of the Company any Company



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Property, including but not limited to any computer data related to the foregoing, except in
furtherance of Employee’s duties to the Company.




     13. Non-Disparagement. During Employee’s employment with the Company and thereafter,
Employee agrees not to make, publish or communicate at any time to any person or entity, including,
but not limited to, customers, clients and investors of the Company, its affiliates, or Philip A.
Falcone or any entity affiliated with Philip A. Falcone, any Disparaging (defined below) remarks,
comments or statements concerning the Company, its affiliates, Philip A. Falcone or any entity
affiliated with Philip A. Falcone, or any of their respective present and former members, partners,
directors, officers, employees or agents. “Disparaging” remarks, comments or statements are those
that impugn the character, honesty, integrity, morality, business acumen or abilities of the
subject individual or entity. This provision does not apply to truthful statements made to a
government or regulatory agency or to truthful testimony or pleadings in an arbitration, lawsuit or
other judicial or administrative proceeding.



     14. Intellectual Property. Employee agrees that Employee’s work on and contributions
to documents, software and other expressions in tangible media are within the scope of Employee’s
employment with the Company and are “work made for hire” as that phrase is used in United States
copyright laws. Employee agrees to grant, assign and transfer to the Company all of Employee’s
right, title and interest in any inventions or material for which a copyright or patent may be
obtained including without limitation, any newly created software, process, design, technique,
product, application, development or improvement, whether patentable or copyrightable or not, which
Employee conceives, makes or contributes to in any way during Employee’s employment with the
Company, whether before or after the date of this Agreement, including but not limited to those
which result from work begun or performed or ideas conceived while Employee is in the employ of the
Company, whether before or after the date of this Agreement. Employee agrees to cooperate fully
with the Company in its efforts to obtain patents or copyrights for such inventions, materials,
documents and expressions.



     15. Remedy for Breach. Employee hereby acknowledges that the provisions of Paragraphs
11 through 14 are reasonable, valid and necessary for the protection of the Company and its
affiliates. Employee further acknowledges that the Company and its affiliates will be irreparably
harmed if such covenants are not specifically enforced. Accordingly, Employee and the Company
agree that, in addition to any other relief to which the Company and its affiliates may be
entitled, including claims for damages, the Company and its affiliates shall be entitled to seek
injunctive relief (without the requirement of any bond or other security) from a court of competent
jurisdiction for the purpose of restraining an actual or threatened breach of the covenants in
Paragraphs 11 through 14.



     16. Governing Law; Arbitration. The Parties agree that any dispute, controversy or
claim between the Parties arising out of, relating to or concerning Employee’s employment with the
Company, termination of such employment, or this Agreement shall be finally settled by arbitration
in New York, New York before and in accordance with the Employment Arbitration Rules and Mediation
Procedures of the American Arbitration Association (the “AAA”) before a single arbitrator. The
arbitrator shall not have the authority to modify or change any of the terms of this Agreement.
The arbitrator may award interim relief and grant specific performance in addition to monetary
damages. The arbitrator’s award shall be final and binding upon all Parties and judgment upon the
award may be entered in any court of competent jurisdiction in any state of the United States.
Each Party shall bear its own costs and expenses incurred in connection with any such arbitration
proceeding or a government agency, to the fullest extent permitted by applicable law. For purposes
of any actions or proceedings ancillary to the arbitration referenced above, the Parties agree to
submit to the exclusive jurisdiction of the state and federal courts sitting in New York County.
Notwithstanding the foregoing, (a) the Company shall have the right to seek and obtain interim
injunctive relief, pending a final judgment confirming a final arbitration award, from a court of
competent jurisdiction to enforce Paragraphs 11 through 14 of this Agreement; and (b) if a court of
competent jurisdiction determines that a Party’s claim is not arbitrable, then the Parties waive
their right, if any, to a trial by jury of any such claim. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to agreements made and/or
to be performed in that State, without regard to any choice of law provisions thereof, except to
the extent



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that the Federal Arbitration Act (“FAA”) applies to an arbitration pursuant to this Paragraph
16, in which case the FAA shall apply.




     17. Confidentiality of this Agreement. The terms of this Agreement and the offer of
employment set forth herein are strictly confidential and may not be disclosed by Employee to any
third party, other than Employee’s spouse, attorney and/or accountant, or a government agency,
without the written consent of the Company.



     18. Miscellaneous.



          a. This Agreement contains the entire understanding of the Parties and supersedes all prior
agreements, written or oral, with respect thereto. This Agreement may be modified only in a
document signed by an officer of the Company. The failure of the Company to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or
deprive the Company of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.




          b. This Agreement, and the rights and obligations hereunder, may not be assigned by the
Company or the Employee without written consent signed by the other Party; provided
that the Company may assign the Agreement to (x) any affiliate of the Company, or any
successor that continues the business of the Company or (y) any entity that leases the services of
the Employee pursuant to an agreement with the Company.




          c. If any provision of this Agreement is determined to be unenforceable, the remainder of this
Agreement shall not be adversely affected thereby.




          d. In executing this Agreement, Employee represents that Employee has not relied on any
representation or statement not set forth herein, and Employee expressly disavows any such
representations or statements.




          e. Paragraphs 11 through 18 of this Agreement shall survive the termination of Employee’s
employment with the Company.




          f. The headings in this Agreement are included for convenience of reference only and shall not
affect the interpretation of this Agreement.




          g. This Agreement may be executed in counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same instrument.







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     IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed
this Agreement as of the day and year first above mentioned.



	 	 	 	 	 
	 	EMPLOYEE

 	 
	 	/s/ Richard Hagerup
 	 
	 	Richard Hagerup
 	 
	 	Dated: January 10, 2011 	 
	 
	 
	 	HARBINGER GROUP INC.

 	 
	 	By:  	/s/ Francis T. McCarron
 	 
	 	 	Name:  	Francis T. McCarron 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer
 	 
	 	Dated: January 10, 2011 	 
	 





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