**Exhibit 10.1**

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of January 9, 2012 is entered into by and between Harbinger Group Inc., a Delaware corporation (the “Company”),and Omar Asali (“Executive”). 

WHEREAS, Executive has offered to serve the Company, and the Company desiresto employ Executive, subject to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the mutualagreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as set forth below: 

1. Term; Effectiveness. (a) The term of Executive’s employment under this Agreement shall commence as of October 1, 2011 (the “Effective Date”) and shall continueuntil the first anniversary of the Effective Date (the “Expiration Date”); provided, however, that such service period hereunder shall renew for an additional period of one (1) year on the Expiration Date and eachanniversary of the Expiration Date thereafter, unless either the Company or Executive has provided to the other a notice of termination of this agreement at least ninety (90) days in advance of the Expiration Date or such applicable anniversarythereof, stating that the Company or Executive, as applicable, does not intend to renew this Agreement; provided, that Executive’s employment under this Agreement may be terminated at any earlier time solely pursuant to the provisions ofSection 5 hereof. The period of time from the Effective Date through the termination of Executive’s employment hereunder is herein referred to as the “Term.” 

(b) Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continueExecutive’s employment hereunder following the Expiration Date. Executive also agrees and acknowledges that, should Executive and the Company mutually agree to continue Executive’s employment for any period of time following the ExpirationDate or anniversary thereof (if applicable) notwithstanding the expiration or termination of this Agreement in accordance with its terms and without entering into a new written employment agreement, Executive’s employment with the Company shallbe “at will”, such that the Company may terminate Executive’s employment at any time, with or without reason and with or without notice, and Executive may resign at any time, with or without reason and with or without notice.

2. Definitions. For purposes of this Agreement, the following terms, as used herein, shall have the definitions setforth below. 

(a) “Affiliate” means, with respect to any specified Person, any other Personthat directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has a direct or indirect ownershipinterest of more than five (5) percent shall be treated as an Affiliate of the Company. 

 

(b) “Control” means, the possession, direct or indirect, ofthe power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 

(c) “Person” means any individual, corporation, partnership, limited liability company, firm, jointventure, association, joint-stock company, trust, unincorporated organization, governmental or regulatory body or other entity. 

(d) “Subsidiary” means, with respect to any Person, (i) any corporation of which at least a majority of the voting power with respect to the capital stock is owned, directly orindirectly, by such Person, any of its other Subsidiaries or any combination thereof or (ii) any Person other than a corporation in which such Person, any of its other Subsidiaries or any combination thereof has, directly or indirectly, atleast a majority of the total equity or other ownership interest therein. 

3. Duties and Responsibilities.(a) Executive agrees to be employed by the Company and be actively engaged on a full-time basis in the business and activities of the Company and its Affiliates for the entirety of the Term, and, subject to Section 3(c), to devotesubstantially all of Executive’s working time and attention to the Company and its Affiliates and the promotion of its business and interests and the performance of Executive’s duties and responsibilities hereunder. Executive shall beemployed hereunder as President of the Company with such duties and responsibilities as directed from time to time by the Board of Directors of the Company (the “Board”) or are consistent with such position, including withoutlimitation, the duty to use his reasonable best efforts to ensure that the business and activities of the Company and its Subsidiaries are conducted in compliance with all applicable laws, rules and regulations in all material respects. Executiveshall report directly to the Chief Executive Officer (“CEO”) and the Board. The Executive agrees to cooperate with reasonable requests of the Company, which will generally be communicated through the Board or CEO, to provide services toAffiliates of the Company (including Harbinger Capital Partners LLC) with approval from the Compensation Committee, from time to time; provided, however, that the Executive may provide services constituting up to 10% of such Executive’s timethrough December 31, 2012 without the specific consent of the Compensation Committee. 

(b) During theTerm, Executive will carry out his duties as President in the Company’s headquarters in New York City, or any future headquarters of the Company, subject to normal travel requirements in connection with the performance of his duties.

(c) During the Term, Executive shall use Executive’s reasonable best efforts to faithfully and diligentlyserve the Company and shall not act in any capacity that is in conflict with Executive’s duties and responsibilities hereunder. For the avoidance of doubt, during the Term, Executive shall not be permitted to become employed by, engaged in orto render services for any Person other than the Company and its Affiliates, shall not be permitted to be a member of the board of directors of any Person (other than charitable or nonprofit organizations), in any case without the consent of theBoard, and shall not be directly or indirectly materially engaged or interested in 

 
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any business activity, trade or occupation (other than employment with the Company and its Affiliates as contemplated by the Agreement); provided that nothing herein shall preclude Executive fromengaging in charitable or community affairs and managing his personal investments to the extent that such other activities do not, subject to Section 7, conflict in any material way with the performance of Executive’s duties hereunder.

4. Compensation and Related Matters. (a) Base Compensation. During the Term, for all services renderedunder this Agreement, Executive shall receive aggregate annual base salary (“Base Salary”) at a rate of $500,000 per annum, payable in accordance with the Company’s applicable payroll practices. 

(b) Annual Bonus. During the Term, for each fiscal year, Executive shall have the opportunity to earn an annualbonus (“Annual Bonus”), in an amount to be tied to the achievement of performance measures in accordance with the Company’s bonus plan and Appendix B. The performance measures for each year will be determined by the Board, asadvised by the Compensation Committee of the Board, in its sole discretion, after consultation with Executive. For fiscal year 2012, details regarding Executive’s Annual Bonus are set forth on Appendix A. The determination whether Executive hasachieved the performance measures for a fiscal year, and the amount of the Annual Bonus to be awarded for such year, will be determined by the Board, as advised by the Compensation Committee, in its sole discretion. Any cash bonus will be paidwithin seventy-four (74) days of the end of the fiscal year for which it is awarded, except as set forth on Appendix A. Executive must be employed by the Company as of the last business day of the fiscal year to be eligible for an Annual Bonusfor such year, except as provided otherwise in Section 5. 

(c) Benefits and Perquisites. During theTerm, Executive shall be entitled to participate in the benefit plans and programs commensurate with Executive’s position that are provided by the Company from time to time for its senior executives generally, subject to the terms andconditions of such plans. The Company may alter, modify, add to or delete its employee benefit plans at any time as it, in its sole judgment, determines to be appropriate, without recourse by Executive, except that no such action shall adverselyaffect any previously vested rights of the Executive under such plans. 

(d) Business ExpenseReimbursements. During the Term, the Company shall reimburse Executive for reasonable and properly documented business expenses in accordance with the Company’s then-prevailing policies and procedures for expense reimbursement. 

(e) Vacation. During the Term, Executive shall be entitled to annual paid vacation of no less than four(4) weeks and to reasonable sick leave as determined by the Board. 

 
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(f) Initial Equity Grant. Within one hundred and fifty(150) days following the Effective Date, Executive shall receive a one-time equity award of options to acquire stock of the Company (“Options”) and restricted stock or restricted stock units (the “RestrictedStock”) as set forth on Appendix B. The Options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant and will vest in equal installments on each of the first four anniversaries ofthe Effective Date, subject to the Executive’s continued employment on such dates, subject to accelerated vesting as set forth herein. The Restricted Stock will vest and the restrictions shall lapse on the third anniversary of the EffectiveDate, subject to the Executive’s continued employment on such date, subject to accelerated vesting as set forth herein. The Options and Restricted Stock shall be subject to the terms of the underlying award agreements and the Company’sequity plan in effect from time to time. Notwithstanding the preceding two sentences, if the Executive’s employment is terminated by the Company without Cause (defined below) or by the Executive for Good Reason (defined below), or by reason ofdeath or Disability (defined below), then the Executive’s then unvested Options and Restricted Stock granted pursuant to this Section 4(f) shall vest (and the restrictions on such Restricted Stock shall lapse) in proportion to the numberof years of service completed, calculated as though Executive worked through completion of the Term in which Executive’s employment terminates, on the date the Release Condition (defined below) is satisfied. Executive shall thereafter have six(6) months within which to exercise any Options that have vested pursuant to such accelerated vesting. 

5. Terminationof the Term. 

(a) Executive’s employment may be terminated by either party at any time and for anyreason; provided, however, that Executive shall be required to give the Company at least 30 days advance written notice of any resignation of Executive’s employment hereunder. Notwithstanding the foregoing, Executive’semployment shall automatically terminate upon Executive’s death. 

(b) Following any termination ofExecutive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease, except as otherwise providedherein, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations andunreimbursed expenses under Section 4(d) accrued or incurred through the date of termination of employment, (ii) for the non-deferred cash portion of any Annual Bonus earned in respect of the fiscal year prior to the fiscal year in whichtermination of employment occurs but unpaid as of the date of termination of employment (paid when such non-deferred cash portion of the Annual Bonus would otherwise be payable), (iii) for the Benefits Continuation (as defined below),(iv) as set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies and (v) as otherwise expressly required by applicablestatute. For the avoidance of doubt, the date of termination shall mean the last date of actual and active employment, whether such day is selected by mutual agreement with the Executive or unilaterally by the Company and whether with or withoutadvance notice. Notwithstanding the above, if the Executive’s employment is terminated for Cause or if he resigns his employment without 

 
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Good Reason, the Executive shall not be entitled to receive any previously unpaid portion of the current or prior year’s Annual Bonus or Benefits Continuation. If the Term of this Agreementis not extended (or further extended), but the Executive’s employment with the Company continues after the expiration of such Term, then such continued employment shall be on an “at will” basis upon such terms as the Company mayprescribe; and if such “at will” employment is terminated by the Company, the Executive’s right to severance shall be determined and be payable in accordance with that Company’s policy in effect at such time, if any. 

(c) (i) If, prior to the expiration of the then scheduled Term, Executive’s employment is terminated by the Companywithout Cause (other than due to death or Disability) or by Executive for Good Reason (defined below), then Executive shall be entitled (subject to the conditions in Section 5(c)(ii)) to (A) severance pay equal to Executive’s thenmonthly Base Salary for a period equal to twelve (12) months, payable during the period immediately following such termination in substantially equal monthly installments consistent with the Company’s payroll practices, (B) vesting ofthe Initial Equity Grant as provided in Section 4(t), (C) payment of 50% of the unpaid deferred cash portion, and vesting of 50% of the unvested equity portion, of Annual Bonuses awarded for years prior to the year in which terminationoccurs, such that 50% of Executive’s unvested options shall vest and the restrictions on 50% of Executive’s restricted stock shall lapse, as of the termination date, (D) eligibility for an Annual Bonus pursuant to Appendix A for thefiscal year in which such termination occurs, which shall be paid (for the cash portion of any bonus) or granted (for the equity portion of any bonus) on the same terms and at the same time as other executives, except that (i) Executive shallonly be entitled to 50% of any deferred cash component of the Annual Bonus, if any, which shall be paid as a lump sum payment made within seventy-four (74) days of the end of the fiscal year for which it is awarded, (ii) only 50% of theequity grant (RSUs and options) otherwise calculated pursuant to Appendix A will be awarded, and (iii) such equity grant shall be granted, and will be vested, as of the date the Annual Bonus is awarded, and (E) continuation for twelve(12) months of the medical and dental benefits under the terms of the applicable Company benefit plans in which Executive was participating immediately prior to termination of employment, subject to the Company’s continuation of suchbenefit plans for its employees and to Executive’s payment of the cost of such benefits to the same extent that active employees of the Company are required to pay for such benefits from time to time (collectively, the “BenefitsContinuation”). All of Executive’s unvested restricted stock and options that do not vest pursuant to this Section 5(c)(i) shall be forfeited on the termination date. 

(ii) Any severance payments or benefits under Section 5(b)(iii) and 5(c)(i) shall be (A) conditioned uponExecutive having provided an irrevocable waiver and general release of claims in favor of the Company and its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers,employees, shareholders, partners, members, agents or representatives of any of the foregoing (collectively, the “Released Parties”), in a form provided by the Company (which will be similar in form to the general release containedin the December 2011 Severance Agreement between Executive and Harbinger Capital Partners, LLC) that has become effective and 

 
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irrevocable in accordance with its terms within fifty-five (55) days after such termination of employment (the “Release Condition”) and (B) subject to Executive’scontinued compliance with the terms of the restrictive covenants in Sections 7, 8, 9, 10 and 11 of this Agreement. Payments and benefits which do not constitute nonqualified deferred compensation and are not subject to Section 409A (as definedbelow) shall commence five (5) days after the Release Condition is satisfied and payments and benefits which are subject to Section 409A shall commence on the sixtieth (60th) day after termination of employment (subject to furtherdelay, if required pursuant to Section 20(d) below) provided that the Release Condition is satisfied. 

(iii) For purposes of this Agreement, “Cause” means: (A) Executive’s willful misconduct in theperformance of his duties for the Company which causes material injury to the Company, (B) Executive’s willfully engaging in illegal conduct which is injurious to the Company, (C) Executive’s material breach of this Agreement,(D) Executive’s willful violation of the Company’s written policies in a manner that is detrimental to the best interests of the Company; (E) Executive’s fraud or misappropriation, embezzlement or misuse of funds or propertybelonging to the Company; (F) Executive’s act of personal dishonesty which results in personal profit in connection with Executive’s employment with the Company; (G) Executive’s breach of fiduciary duty owed to the Company;or (H) Executive’s negligent actions which result in the loss of a material amount of capital of the Company or its Affiliates (the Company shall make the determination of materiality and shall promptly communicate such determination tothe Executive); provided, however, that Executive shall be provided a ten (10)-day period to cure any of the events or occurrences described in the immediately preceding clauses (C) or (D) hereof, to the extent curable. Forpurposes hereof, no act, or failure to act, on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action oromission was in the best interests of the Company. An act, or failure to act, based on specific authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of outside counsel for the Company shall be presumedto be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. 

(iv) For purposes of this Agreement, “Disability” means Executive’s incapacity, due to mental,physical or emotional injury or illness, such that Executive is substantially unable to perform his duties hereunder for a continuous period of ninety calendar days, or for more than a total of 120 calendar days during any 12 month period,subject to reasonable accommodation provisions of applicable laws. Executive’s employment shall immediately terminate upon death or Disability. 

(v) For purposes of this Agreement, “Good Reason” means the occurrence, without Executive’s express written consent, of any of the following events: (A) a material diminution inExecutive’s authority, duties or responsibilities; (B) a diminution of Base Salary; (C) a change in the geographic location of the Executive’s principal place of performance of his services hereunder to a location more thanthirty (30) miles outside of New York City that is also more than thirty (30) miles from his primary residence at the time of such change, except for travel consistent 

 
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with the terms of this Agreement; (D) the Company gives notice pursuant to Section 1 above that the Term is not to be extended so long as the Executive continues to perform his dutiesfor the Company through the end of the Term and separates from the Company at the end of the Term; or (E) a material breach by the Company of this Agreement. For the avoidance of doubt, Executive providing notice pursuant to Section 1above that the Term is not to be extended does not constitute Good Reason. If the Executive does not give Company a written notice (specifying in detail the event or circumstances claimed to give rise to Good Reason) within twenty-five(25) days after the Executive has knowledge that an event constituting Good Reason has occurred, or is deemed to have occurred, the event will no longer constitute Good Reason; provided, however, that no such notice by theExecutive shall be required in the case of a Good Reason event set forth in (D) above. In addition, the Executive must give the Company notice and thirty (30) days to cure, and if not cured, the Executive must, except as set forth in (D),actually terminate his or her employment within 120 days following, the event constituting Good Reason; otherwise, that event will no longer constitute Good Reason; provided, however, that no such notice by the Executive shall berequired in the case of a Good Reason event set forth in (D) above. 

(d) Upon termination ofExecutive’s employment for any reason, and regardless of whether Executive continues as a consultant to the Company, upon the Company’s request Executive agrees to resign, as of the date of such termination of employment or such other daterequested, from the Board and any committees thereof (and, if applicable, from the board of directors (and any committees thereof) of any Affiliate of the Company) to the extent Executive is then serving thereon. 

(e) The payment of any amounts accrued under any benefit plan, program or arrangement in which Executive participatesshall be subject to the terms of the applicable plan, program or arrangement, and any elections Executive has made thereunder. Subject to Section 20, the Company may offset any amounts due and payable by Executive to the Company or itsSubsidiaries against any amounts the Company owes Executive hereunder. 

6. Acknowledgments. (a) Executiveacknowledges that the Company has expended and shall continue to expend substantial amounts of time, money and effort to develop business strategies, employee and customer relationships and goodwill and build an effective organization. Executiveacknowledges that Executive is and shall become familiar with the Company’s Confidential Information (as defined below), including trade secrets, and that Executive’s services are of special, unique and extraordinary value to the Company,its Subsidiaries and Affiliates. Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information, business strategies, employee and customer relationships and goodwill, and that theCompany would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. 

 
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(b) Executive acknowledges (i) that the business of the Company and itsAffiliates is global in scope, without geographical limitation, and capable of being performed from anywhere in the world, and (ii) notwithstanding the jurisdiction of formation or principal office of the Company, or the location of any oftheir respective executives or employees (including, without limitation, Executive), it is expected that the Company and its Affiliates will have business activities and have valuable business relationships within their respective industriesthroughout the world. 

(c) Executive acknowledges that Executive has carefully read this Agreement and hasgiven careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to the necessity of such restraints for the reasonable and proper protection of the Confidential Information, business strategies,employee and customer relationships and goodwill of the Company and its Affiliates now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every commitment and restraint imposed by this Agreement isreasonable with respect to subject matter, time period and geographical area, in light of (i) the scope of the business of the Company and its Affiliates, (ii) the importance of Executive to the business of the Company and its Affiliates,(iii) Executive’s status as an officer of the Company business, (iv) Executive’s knowledge of the business of the Company and its Affiliates and (v) Executive’s relationships with the Company’s clients orcustomers. Accordingly, Executive agrees (x) to be bound by the provisions of Sections 7, 8, 9, 10 and 11, it being the intent and spirit that such provisions be valid and enforceable in all respects and (y) acknowledges and agrees thatExecutive shall not object to the Company, (or any other intended third-party beneficiary of this Agreement) or any of their respective successors in interest enforcing Sections 7, 8, 9, 10 and 11 of this Agreement. Executive further acknowledgesthat although Executive’s compliance with the covenants contained in Sections 7, 8, 9, 10, and 11 may prevent Executive from earning a livelihood in a business similar to the business of the Company, Executive’s experience and capabilitiesare such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive’s dependents. 

7. Noncompetition and Nonsolicitation. (a) Executive agrees that Executive shall not, directly or indirectly, whether by Executive, through an Affiliate or in partnership or conjunction with,or as an employee, officer, director, manager, member, owner, consultant or agent of, any other Person: 

(i)while an employee of the Company and during the period ending on the six (6) month anniversary of Executive’s date of termination of employment, engage, directly or indirectly, in activities or businesses (including without limitation byowning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any manner engaging in the business of owning, operating or managing any business) within the United States (including itsterritories or possessions), and/or other territories that competes with the Company, its Subsidiaries or Affiliates (“Competitive Activities”) or any business that acquires all or substantially all of the assets of, or is otherwisea successor to, the Company (an “Other Employing Entity”); 

 
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(ii) while an employee of the Company and during the period ending on theeighteen (18) month anniversary of Executive’s date of termination of employment, solicit, entice, encourage or intentionally influence, or attempt to solicit, entice, encourage or influence, any employee of, or other Person who performsservices for the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiaries to resign or leave the employ or engagement of the Company or any of their respective Affiliates or otherwise hire, employ, engage or contractany such employee or Person, or any other Person who provided services to the Company or any of their respective Affiliates during the six (6) months prior to such hiring, employment, engagement or contracting, to perform services other thanfor the benefit of the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiaries, in each case other than in the fulfillment of Executive’s duties as President of the Company; 

(iii) while an employee of the Company and during the period ending on the eighteen (18) month anniversary ofExecutive’s date of termination of employment, solicit, entice, encourage, influence, accept payment from, or attempt to solicit, entice, encourage, influence or accept payment from, or assist any other Person, firm or corporation, directly orindirectly, in the solicitation of, any client or customer of, the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiaries (including any Person who has been a client of any of the aforementioned entities at anytime during the period of six (6) months before the Closing) or any Prospective Client (as defined below), to alter, reduce or terminate its business relationship with the Company or any of their respective Affiliates for the direct or indirectbenefit of any competitor of the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiaries, in each case other than in the fulfillment of Executive’s duties as President of the Company; 

(iv) while an employee of the Company and during the period ending on the eighteen (18) month anniversary ofExecutive’s date of termination of employment, directly or indirectly request or advise any present or prospective clients or customers of the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiaries towithdraw, curtail, or cancel the client’s or customer’s business with the Company, any Other Employing Entity or any of their respective Subsidiaries or Affiliates, in each case other than in the fulfillment of Executive’s duties asPresident of the Company; or 

(v) while an employee of the Company and during the period ending on the eighteen(18) month anniversary of Executive’s date of termination of employment, solicit any agents, advisors, independent contractors or consultants of the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiarieswho are under contract or doing business with the Company, any Other Employing Entity or any of their respective Affiliates or Subsidiaries to terminate, reduce or divert business with or from the Company, any Other Employing Entity or any of theirrespective Affiliates or Subsidiaries, in each case other than in the fulfillment of Executive’s duties as President of the Company. 

 
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(vi) For purposes of this Agreement, “Prospective Client”shall mean those Persons (A) that the Company is actively soliciting or is planning to solicit; or (B) with whom Executive has met or with respect to which Executive has obtained Confidential Information in the course of or as a result ofhis performance of his duties to the Company. 

(b) Notwithstanding Section 7(a), it shall not constitute aviolation of Section 7(a) for Executive to hold not more than two percent (2%) of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in Competitive Activities. 

(c) The restrictive periods set forth in the Section 7(a) shall be deemed automatically extended by any period inwhich Executive is in violation of any of the provisions of Section 7(a), to the extent permitted by law. 

(d) If a final and non-appealable judicial determination is made by a court of competent jurisdiction that any of theprovisions of this Section 7 constitutes an unreasonable or otherwise unenforceable restriction against Executive, the provisions of this Section 7 will not be rendered void but will be deemed to be modified to the minimum extent necessaryto remain in force and effect for the longest period and largest geographic area that would not constitute such an unreasonable or unenforceable restriction (and such court shall have the power to reduce the duration or restrict or redefine thegeographic scope of such provision and to enforce such provision as so reduced, restricted or redefined). 

(e)Moreover, and without limiting the generality of Section 13, notwithstanding the fact that any provision of this Section 7 is determined not to be specifically enforceable, the Company will nevertheless be entitled to recover monetarydamages as a result of Executive’s breach of any such provision. 

8. Nondisclosure of Confidential Information.(a) Executive acknowledges that the Confidential Information obtained by Executive while employed hereunder by the Company and its Affiliates is the property of the Company or its Affiliates, as applicable. Therefore, Executive agrees thatExecutive shall not, whether during or after the Term, disclose, share, transfer or provide access to any unauthorized Person or use for Executive’s own purposes or any unauthorized Person any Confidential Information without the prior writtenconsent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive’s acts or omissions in violation of this Agreement;provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand,governmental or regulatory process or similar process, (A) Executive shall, unless prohibited by law, promptly notify in writing the Company, and consult with and assist the Company in seeking a protective order or request for other appropriateremedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential 

 
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Information which is legally required to be disclosed and shall exercise reasonable efforts to provide that the receiving Person shall agree to treat such Confidential Information as confidentialto the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process, and (C) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. 

(b) For purposes of this Agreement, “Confidential Information” means information, observations and dataconcerning the business or affairs of the Company and its Affiliates, or any funds or accounts managed by the foregoing, including, without limitation, all business information (whether or not in written form) which relates to the Company, itsAffiliates, or any funds or accounts managed by the foregoing, or their customers, suppliers or contractors or any other third parties in respect of which the Company or any of its Affiliates has a business relationship or owes a duty ofconfidentiality, or their respective businesses or products, and which is not known to the public generally other than as a result of Executive’s breach of this Agreement, including but not limited to: investment methodologies, investmentadvisory contracts, fees and fee schedules; investment performance of the accounts managed by the Company or its respective Affiliates “Track Records”; technical information or reports; brand names, trademarks, formulas; tradesecrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; marketsurveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-relatedinformation; contracts and supplier lists. Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company or their respective Subsidiaries andAffiliates, except that Executive may disclose information concerning such dispute to the court or arbitrator that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any suchinformation other than as necessary to the prosecution or defense of such dispute). Executive acknowledges and agrees that the Track Records were the work of teams of individuals and not any one individual and are the exclusive property of theCompany and its Affiliates, and agrees that he shall in no event claim the Track Records as his own following termination of his employment for the Company. 

(c) Except as set forth otherwise in this Agreement, Executive agrees that Executive shall not disclose the terms of this Agreement, except to Executive’s immediate family and Executive’sfinancial and legal advisors, or if previously disclosed by the Company in any public filing, or as may be required by law or ordered by a court or applicable under Section 12 of this Agreement. Executive further agrees that any disclosure toExecutive’s financial and legal advisors will only be made after such advisors acknowledge and agree to maintain the confidentiality of this Agreement and its terms. 

 
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(d) Executive further agrees that Executive will not improperly use ordisclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company or its Affiliates any unpublisheddocuments or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or other Person. 

9. Return of Property. Executive acknowledges that all notes, memoranda, specifications, devices, formulas, records, files, lists,drawings, documents, models, equipment, property, computer, software or intellectual property relating to the businesses of the Company and its Subsidiaries and Affiliates, in whatever form (including electronic), and all copies thereof, that arereceived or created by Executive while employed hereunder by the Company or its Subsidiaries or Affiliates (including but not limited to Confidential Information and Inventions (as defined below)) are and shall remain the property of the Company andits Subsidiaries and Affiliates, and Executive shall immediately return such property to the Company upon the termination of Executive’s employment hereunder and, in any event, at the Company’s request. Executive further agrees that anyproperty situated on the premises of, and owned by, the Company or its Subsidiaries or Affiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company’s personnel at any time with orwithout notice. 

10. Intellectual Property Rights. (a) Executive agrees that the results and proceeds ofExecutive’s employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports,techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works ofauthorship) resulting from services performed while employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced topractice or learned by Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates)shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now orhereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any ofsuch results and proceeds shall not legally be a work­made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately precedingsentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known,existing, contemplated, recognized or developed, to the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in

 
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perpetuity throughout the universe in any manner determined by the Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executiveis required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. 

(b) Executive agrees that, from time to time, as may be requested by the Board and at the Company’s sole cost and expense, Executive shall do any and all reasonable and lawful things that the Boardmay reasonably deem useful or desirable to establish or document the Company’s exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution ofappropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives theenforcement of such Proprietary Rights. This Section 10(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operationof law by virtue of Executive’s employment by the Company. Executive further agrees that, from time to time, as may be requested by the Board and at the Company’s sole cost and expense, Executive shall assist the Company in everyreasonable, proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify and deliver such documents and perform such other acts(including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shallexecute, verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive’s obligation to provide reasonable assistance to the Company with respect to Proprietary Rights relating to such Inventions in anyand all countries shall continue beyond the termination of the Term. 

(c) Executive hereby waives andquitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. 

11. Nondisparagement. (a) During the Executive’s employment with the Company and thereafter, the Executive agrees not tomake, 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 any entity affiliated with Philip A. Falcone or any of his family members, anyDisparaging (defined below) remarks, comments or statements concerning the Company, its Affiliates, any entity affiliated with Philip A. Falcone or any of his family members, or any of their respective present and former members, partners,directors, officers, employees or agents. 

(b) In the event (i) the Executive’s employment terminatesfor any reason; and (ii) Executive provides the Company with an irrevocable waiver and general release in favor of the Released Parties in the form provided by the Company (which will be similar in form to the general release contained in theDecember 2011 

 
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Severance Agreement between Executive and Harbinger Capital Partners, LLC) that has become effective and irrevocable in accordance with its terms, the Company agrees that the CEO and Board shallnot make, publish, or communicate at any time to any person or entity any Disparaging (defined below) remarks, comments or statements concerning Executive, except nothing herein shall prevent the Company from making truthful statements regarding theExecutive’s termination as required or, in the discretion of the Board, deemed advisable to be made in the Company’s public filings. 

(c) For the purposes of this Section 11, “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity, morality, business acumen or abilitiesof the individual or entity being disparaged. 

(d) Notwithstanding the foregoing, this Section 11 does notapply to (i) any truthful testimony, pleading, or sworn statements in any legal proceeding; (ii) attorney-client communications; or (iii) any communications with a government or regulatory agency, and further, it shall not beconstrued to prevent Executive from filing a charge with the Equal Employment Opportunity Commission or a comparable state or local agency. 

12. Notification of Employment or Service Provider Relationship. Executive hereby agrees that prior to accepting employment with, or agreeing to provide services to, any other Person during anyperiod during which Executive remains subject to any of the covenants set forth in Section 7, Executive shall provide such prospective employer with written notice of such provisions of this Agreement, with a copy of such notice delivered tothe Board not later than seven (7) days prior to the date on which Executive is scheduled to commence such employment or engagement. 

13. Remedies and Injunctive Relief. Executive acknowledges that a violation by Executive of any of the covenants contained in Section 7, 8, 9, 10 or 11 would cause irreparable damage to theCompany 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 thecontrary, 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/orpermanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Section 7, 8, 9, 10 or 11 in addition to any other legal or equitable remedies it may have. The precedingsentence 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. 

14. Representations of Executive; Advice of Counsel. (a) Executive represents, warrants and covenants that as of the datehereof: (i) Executive has the full right, authority and capacity to enter into this Agreement and perform Executive’s obligations hereunder, (ii) Executive is not bound by any agreement that conflicts with or prevents or restricts thefull performance of Executive’s duties and obligations to the Company hereunder during or after the Term and (iii) the execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, anyexisting obligation, commitment or agreement to which Executive is subject. 

 
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(b) Prior to execution of this Agreement, Executive was advised by theCompany of Executive’s right to seek independent advice from an attorney of Executive’s own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with fullknowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements orrepresentations made by any of the Company’s directors, officers, employees or agents which are not expressly set forth herein, and that Executive is relying only upon Executive’s own judgment and any advice provided by Executive’sattorney. 

15. Cooperation. Executive agrees that, upon reasonable notice and without the necessity of the Companyobtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), or the decision to commence on behalf of the Company any suit,action or proceeding, and any investigation and/or defense of any claims asserted against any of the Company’s or its Affiliates’ current or former directors, officers, employees, shareholders, partners, members, agents or representativesof any of the foregoing, which relates to events occurring during Executive’s employment hereunder by the Company as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials tothe Company or its designee and/or providing testimony at depositions and at trial), provided that with respect to such cooperation occurring following termination of the Term, the Company shall reimburse Executive for expenses reasonably incurredin connection therewith and shall schedule such cooperation to the extent reasonably practicable so as not to unreasonably interfere with Executive’s business or personal affairs. Notwithstanding anything to the contrary, in the event theCompany requests cooperation from Executive after his employment with the Company has terminated and at a time when Executive is not receiving any severance pay from the Company, Executive shall not be required to devote more than forty(40) hours of his time per year with respect to this Section 15, except that such forty (40) hour cap shall not include or apply to any time spent testifying at a deposition or at trial, or spent testifying before or being interviewedby any administrative or regulatory agency. 

16. Withholding; Taxes. The Company may deduct and withhold from anyamounts payable under this Agreement such Federal, state, local, non-U.S. or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation. Executive shall be responsible for all taxes (includingself-employment taxes) in connection with his status as a member of the Company for U.S. federal income tax purposes. 

17.Assignment. (a) This Agreement is personal to Executive and without the prior written consent of the Board shall not be assignable by Executive, and any assignment in violation of this Agreement shall be void. 

 
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(b) This Agreement shall be binding on, and shall inure to the benefit of,the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction and in the event of Executive’s death,Executive’s estate and heirs in the case of any payments due to Executive hereunder). 

(c) Executiveacknowledges and agrees that all of Executive’s covenants and obligations to the Company, as well as the rights of the Company hereunder, shall run in favor of and shall be enforceable by the Company and any successor or assign to all orsubstantially all of the Company’s business or assets. 

18. Arbitration. Any controversy, claim or dispute betweenthe parties relating to the Executive’s employment or termination of employment, whether or not the controversy, claim or dispute arises under this Agreement (other than any controversy or claim arising under Section 7 or Section 8),shall be resolved by arbitration in accordance with the Employment Arbitration Rules and Mediation Procedures (“Rules”) of the American Arbitration Association through a single arbitrator selected in accordance with the Rules. Thedecision 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 reflecting the appropriate substantive law. Judgment upon the awardrendered by the arbitrator may be entered in any court having jurisdiction thereof in the State of New York. In reaching his or her decision, the arbitrator shall have no authority (a) to authorize or require the parties to engage in discovery(provided, however, that the arbitrator may schedule the time by which the parties must exchange copies of the exhibits that, and the names of the witnesses whom, the parties intend to present at the hearing), (b) to interpret or enforceSection 7 or Section 8 of the Agreement (for which Section 19 shall provide the sole and exclusive venue), (c) to change or modify any provision of this Agreement, (d) to base any part of his or her decision on the commonlaw principle of constructive termination, or (e) to award punitive damages or any other damages not measured by the prevailing party’s actual damages and 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. 

19. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its conflict of law provisions. Furthermore, as toSection 7 and Section 8, the Executive and the Company each agrees and consents to submit to personal jurisdiction in the state of New York in any state or federal court of competent subject matter jurisdiction situated in New York County,New York. The Executive and the Company further agree that the sole and exclusive venue for any suit arising out of, or seeking to enforce, the terms of Section 7 and Section 8 of this Agreement shall be in a state or federal court ofcompetent subject matter jurisdiction situated in New York County, New York. In addition, the Executive and the Company waive any right to challenge in another court any judgment entered by such New York County court or to assert that any actioninstituted by the Company in any such court is in the improper venue or should be transferred to a more convenient forum. **Further, the Executive and the Company waive any right he may**

 
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**otherwise have to a trial by jury in any action to enforce the terms of this Agreement.** The parties hereto irrevocably consent to the service of any and all process in any suit, action orproceeding arising out of or relating to this Agreement by the mailing of copies of such process to such party at such party’s address specified in Section 24, or such other updated address as has been provided to the other party from timeto time in accordance with Section 24. Each party shall bear its own costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement. 

20. Amendment; No Waiver; 409A. (a) No provisions of this Agreement may be amended, modified, waived or discharged except bya written document signed by Executive and a duly authorized officer of the Company (other than Executive). 

(b) The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not beconsidered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or powerhereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of anyother right or power. 

(c) It is the intention of the Company and Executive that this Agreement comply with therequirements of Section 409A, and this Agreement will be interpreted in a manner intended to comply with or be exempt from Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to this Agreement as theparties mutually agree are necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. Notwithstanding the foregoing, Executive shall be solely responsible and liable for the satisfaction of all taxes and penaltiesthat may be imposed on or for the account of Executive in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any Affiliate shall have any obligation to indemnity or otherwise holdExecutive (or any beneficiary) harmless from any or all of such taxes or penalties. 

(d) Notwithstandinganything in this Agreement to the contrary, in the event that Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that are “deferredcompensation” subject to Section 409A shall be made to Executive prior to the date that is six (6) months after the date of Executive’s “separation from service” (as defined in Section 409A) or, ifearlier, Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of Section 409A, each of the paymentsthat may be made under this Agreement are designated as separate payments. 

 
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(e) For purposes of this Agreement, with respect to payments of any amountsthat are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent withthe requirements of Section 409A relating to “separation from service”. 

(f) To the extent thatany reimbursements pursuant to Section 4(e), 4(g) or 15 are taxable to Executive, any such reimbursement payment due to Executive shall be paid to Executive as promptly as practicable, and in all events on or before the last day ofExecutive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to Section 4(e), 4(g) and 15 are not subject to liquidation or exchange for another benefit and the amount of suchbenefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year. 

21. Indemnification. To the extent permitted by law and the Company’s governing documents and applicable insuranceagreements, Company shall indemnify Executive, hold Executive harmless, and make advances for expenses (including attorneys and costs) to Executive (subject to Executive’s providing an undertaking to repay Company that is acceptable to Company)with respect to any and all losses, claims, demands, liabilities, costs, damages, expenses (including, without limitation, reasonable attorneys’ fees and expenses) and causes of action imposed on, incurred by, asserted against or to whichExecutive may otherwise become subject by reason of or in connection with any act or omission of Executive, including any negligent act or omission, for and on behalf of Company that occurs during Executive’s employment with the Company or inconnection with Executive providing cooperation to the Company as set forth in Section 15, that Executive reasonably and in good faith believes is in furtherance of the interest of Company, unless such act or omission constitutes grossnegligence or intentional misconduct or is outside of the scope of Executive’s authority, provided, however, that this Section 21 shall not be construed to grant Executive a right to be indemnified by Company for actions or proceedingsbrought by Company for breach or anticipated breach of this Agreement by Executive. 

22. Severability. If any provisionor any part thereof of this Agreement, including Sections 7, 8, 9, 10 and 11 hereof, as applied to either party or to any circumstances, shall be adjudged by a court of competent jurisdiction to be invalid or unenforceable, the same shall in no wayaffect any other provision or remaining part thereof of this Agreement, which shall be given full effect without regard to the invalid or unenforceable provision or part thereof, or the validity or enforceability of this Agreement. Upon suchdetermination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible ina mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 

 
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23. Entire Agreement. This Agreement constitutes the entire agreement andunderstanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether 

written or oral), between Executive and the Company, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties orcovenants relating to such subject matter except as specifically set forth herein. 

24. Survival. The rights andobligations of the parties under the provisions of this Agreement (including without limitation, Sections 7 through 13 and Section 15) shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, thetermination of this Agreement, the termination of Executive’s employment hereunder or any settlement of the financial rights and obligations arising from Executive’s employment hereunder, to the extent necessary to preserve the intendedbenefits of such provisions. 

25. No Construction against Drafter. No provision of this Agreement or any relateddocument will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

26. Clawback. The Executive acknowledges that to the extent required by applicable law or written company policyadopted to implement the requirements of such law (including without limitation Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd Frank Act), the Annual Bonus, signing bonus (if any) and other incentive compensation shallbe subject to any required clawback, forfeiture, recoupment or similar requirement. 

27. Notices. All notices or othercommunications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemedgiven when so delivered by hand or facsimile, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address for aparty as shall be specified by like notice): 

If to the Company: 

Harbinger Group Inc. 

Attn: General Counsel 

450 Park Avenue 

30th Floor 

New York, NY 10225 

With a copy to: 

Bryan Cave LLP 

1290 Avenue of the Americas 

New York, NY 10104-3300 

(212) 541-200 

Attn: Vincent Alfieri, Esq. 

 
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28. Headings and References. The headings of this Agreement are inserted forconvenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreementunless otherwise indicated. 

29. Counterparts. This Agreement may be executed in one or more counterparts (includingvia facsimile and electronic image scan (PDF), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by eachof the parties and delivered to the other parties. 

IN WITNESS WHEREOF, this Agreement has been duly executed by the partiesas of the date first written above. 

 
HARBINGER GROUP INC.By: /s/ Philip Falcone Name: Philip Falcone Title: CEO
 
Omar Asali/s/ Omar Asali
 
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**Appendix A**

Your annual bonus will have two components (i) 85% of your target bonus will be based on growth in the Company’s Net Asset Value (NAV) the (“Corporate Bonus”) and (ii) 15%of your target bonus will be based on your individual performance against your individual responsibilities and goals (“Individual Bonus”). 

At the beginning of the year, the Company will establish a target bonus pool for all plan participants (“Target Pool”). Promptly following the end of the fiscal year, the Company willfund a bonus pool (“Bonus Pool”) equal to 12% of the excess, if any, of (A) adjusted net asset value of the Company (“NAV”) at the end of the year over (B) NAV at the beginning of the year plus a requiredthreshold return of 7% (the “Threshold Return”). For 2012 only, the Threshold Return will be zero. If the Threshold Return is not achieved for the year, then no Corporate Bonus shall be paid for the year. In addition, if theThreshold Return is not achieved for a year, then the Corporate Bonus for the next year shall be based on growth as compared to the highest NAV for the preceding two years (and still subject to the Threshold Return). 

If amounts in excess of the Threshold Return are achieved, then the Bonus Pool will be funded and paid out up to the maximum amount inthe Bonus Pool. If the Bonus Pool is less than or equal to two times the Target Pool, then the Bonus Pool will be paid out currently. For 2012, the payout will be in the following proportion of cash and equity: (x) 40% will be paid out in cash,(y) 51% will be granted as restricted stock (which restrictions will lapse in substantially equal installments on each of the first two anniversaries of the date of grant (the “Grant Date”) and (z) 9% will consist of stockoptions which will vest in substantially equal installments on each of the first two anniversaries of the Grant Date, in each case subject to Section 5 of this Agreement. 

If the Bonus Pool is in excess of two times the Target Pool, then in addition to the payments set forth in the preceding paragraph, subject to adjustment as set forth below, the excess amounts (the“Deferred Amounts”) will be paid as follows subject to continued employment on the relevant anniversary except as set forth in Section 5 of this Agreement: (w) 20% of the Deferred Amounts shall be paid out in cash on thefirst anniversary of the original payment date, (x) 20% of the Deferred Amounts shall be paid out in cash on the second anniversary of the original payment date, (y) 51% of the Deferred Amounts will be granted as restricted stock (whichrestrictions will lapse in substantially equal installments based on continued service with the Company on each of the second and third anniversary of the Grant Date) and (z) 9% of the Deferred Amounts will consist of stock options which willvest in substantially equal installments on the second and third anniversary of the Grant Date. 

If there are Deferred Amountspayable for a year, and the increase in NAV in either of the next two years does not exceed the Threshold Return for each of such years (or there is a decline in NAV in either of the next two years), then a portion of the deferred cash which wouldotherwise be paid for the year shall be reduced (and not paid), corresponding to the decrease (expressed in percentage) in NAV below the Threshold Return. For illustrative purposes only, if the NAV in the first year increases by only 1%

 
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over the NAV for the prior year, then the deferred cash that would otherwise be payable on the first anniversary of the original payment date will be reduced by 6% (7% Threshold Return minus 1%NAV growth achieved); but if the NAV in the first year decreases by 10% from the NAV for the prior year, then the deferred cash that would otherwise be payable on the first anniversary of the original payment date will be reduced by 17% (7%Threshold Return minus a negative 10% NAV growth achieved). 

The Board or the Compensation Committee may alter the mix of cashand equity that is distributed in payment of the bonuses for future years. 

Your portion of the Bonus Pool will becommunicated to you and will be based on your contribution to increasing the NAV, as determined by the Compensation Committee or the Board, or their designee. The Board (and Compensation Committee) currently intends to continue the bonus plan (forfiscal 2012 and future years) but retains the power to amend, modify or terminate the Bonus Plan. The Compensation Committee shall determine the extent you have achieved the objectives with respect to the Individual Bonus and shall certify theamounts of the Corporate Bonus and Individual Bonus, if any, and authorize the payout of the Bonus. 

The above is a summary ofthe annual bonus and the actual annual bonus shall be governed by all the terms of a formal written plan. The terms of such written bonus plan and not this summary shall govern the treatment and payout of bonuses. 

 
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**Appendix B**

***Abridged Employment Terms For Harbinger Group Inc***. 

**Employee**: Omar Asali

**Title**: President 

**Employment start date**: October 1, 2011 

**Annual salary**: $500,000 

**Target variable compensation**: $2,500,000 

You will be eligible to receive variable compensation according to a plan established for senior managers by the compensation committee. The bonus planis currently designed to deliver 85 percent of your target bonus based upon the firm’s NAV performance. Specifically, a management bonus pool will be funded by 12 percent of the year-over-year improvement in adjusted NAV above a threshold NAVreturn of seven percent. The upside potential is unlimited, although there are certain deferral mechanisms to insure that we are rewarding sustainable performance. Your share of the bonus pool will be based upon your individual or team contributionto the overall NAV result, as determined based on methodology previously approved by the Compensation Committee. The other 15 percent of your target bonus will be based upon your individual performance against objectives. For 2012, awards areexpected to be paid 40 percent in cash, 60 percent in restricted equity (vested over two years), or as otherwise provided in your employment agreement, subject to cash constraints of the firm at time of award. Although we expect this plan to remainsubstantially unchanged over time, the board may adjust or alter the variable compensation plan at its discretion. 

**Additional one-timeaward**: 350,000 shares of restricted stock and 1,000,000 stock options 

Upon signing an agreement with the company (see“non-competition and non-solicitation” below), you will be entitled to receive the above amount of restricted stock and stock options, subject to possible minor adjustment based on stock price on date of grant. Restricted stock willvest at the end of three years following your employment start date. Options will have an exercise price equal to the closing price of the stock on the date of grant, and will vest annually over a period of four years beginning from your employmentstart date. 

**Non-competition and non-solicitation**:**** In order to receive your one-time award, you will be required to enter intoan agreement restricting your ability to engage in competitive activities for six months following your departure from the company, or to solicit the departure of an employee of the company for eighteen months following your departure from thecompany. 

 
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