HRG GROUP, INC. (NYSE:HRG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 20, 2017, HRG Group, Inc. (the Company) and George
Nicholson, the Companys Senior Vice President, Chief Accounting
Officer and Acting Chief Financial Officer, entered into a
retention letter agreement (the Nicholson Retention Agreement) to
which Mr. Nicholson will be employed by the Company as its Senior
Vice President, Chief Financial Officer and Chief Accounting
Officer, effective as of January 20, 2017. In addition, his base
salary will be increased to $325,000 effective as of January 1,
2017 and he will receive a one-time bonus equal to $100,000 within
ten days after January 20, 2017. Subject to Mr. Nicholsons
continued employment with the Company through the earliest of
November 30, 2017, the date the Company files its Annual Report on
Form 10-K for the fiscal year ending September 30, 2017 or an
earlier date selected by the Company (the Retention End Date), he
will receive (i) a retention payment equal to $325,000 and (ii) a
bonus equal to $400,000. The separation payment is in lieu of the
separation payments Mr. Nicholson was entitled to receive under his
employment agreement, and the bonus represents Mr. Nicholson’s
bonus for fiscal 2017 through the Retention End Date (Mr. Nicholson
is not entitled to any other bonus through the Retention End Date).
In addition, he will be eligible to receive COBRA reimbursement for
a period of up to 12 months if his employment is terminated. Mr.
Nicholson will also receive these payments if his employment is
terminated by the Company without Cause or by Mr. Nicholson for
Good Reason. However, if Mr. Nicholson’s employment is terminated
by the Company for Cause or if he resigns without Good Reason, in
which case he will not be eligible for the retention payment, bonus
and COBRA reimbursement. The retention payment, bonus and COBRA
reimbursement are conditioned upon Mr. Nicholsons execution of a
customary release and will be in lieu of any severance or bonus
payments to his employment agreement. Mr. Nicholson will be
entitled to receive accrued but unpaid base salary, unused vacation
time accrued and unreimbursed business expenses incurred through
the date of termination.

The foregoing description of the Nicholson Retention Agreement is
not complete and is qualified in its entirety by reference to the
text of the Nicholson Retention Agreement, a copy of which is
attached as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits