What changed in this filing

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Item 5. Other Information

2020-08-10 compared with 2020-05-11 · 49 added, 5 removed, 15 unchanged (78% of the section changed)

OTHER INFORMATION

Interim Chief Executive Officer Employment Agreement

On August 7, 2020, the Company entered into an employment agreement with Wayne Barr, Jr., the interim Chief Executive Officer of the Company.

The employment agreement provides that Mr.

Barr will receive an annual base salary of $360,000.

Barr’s employment with the Company, Mr.

Barr will also be eligible to receive an annual cash bonus in such amount and subject to such terms and conditions as are determined by the Chairman of the Board in consultation with Mr.

Barr, subject to his continued employment through the applicable payment date.

Notwithstanding the foregoing, Mr.

Barr will be eligible to receive an annual bonus in respect of 2020 in an amount equal to no less than $180,000 if the Board determines that Mr.

Barr’s actions as interim Chief Executive Officer have resulted in the successful refinancing of the debt of the Company and its affiliates and otherwise improved the standing of the Company to position it to achieve its business goals and objectives with respect to 2021.

The employment agreement further provides that, as soon as practicable following the date of the employment agreement, Mr.

Barr will be eligible to receive a grant of restricted stock awards pursuant to the Company’s equity incentive plan with a fair market value equal to $90,000 for the 2020/2021 year based on the closing price of the Company’s common stock on July 30, 2020 (the “RSA Award”).

66-2/3% of the RSA Award will vest on July 30, 2021 and the remainder of the RSA Award will vest on July 30, 2022, subject to Mr.

Barr’s continued services as a member of the Board or employee of the Company through each vesting date.

The employment agreement further provides that upon a qualifying termination of Mr.

Barr’s employment by the Company without “cause” or by Mr.

Barr for “good reason” (in each case as such terms are defined in the employment agreement), then Mr.

Barr will be entitled to receive the severance payments and benefits under the position of “CEO” in accordance with, and subject to the terms of, the Company’s severance guidelines in effect as of the termination date;

provided, that if Mr.

Barr’s employment is terminated by the Company without “cause” or by Mr.

Barr for “good reason”, in each case, as a result of the Company hiring a permanent successor Chief Executive Officer prior to June 11, 2021, then in addition to the foregoing severance payments and benefits, Mr.

Barr will also be entitled to receive continued payment of his base salary through June 11, 2021.

The Company’s current severance guidelines provide that upon a qualifying termination of employment, Mr.

Barr will be entitled to 12 months of annual base salary plus 12 months of Consolidated Omnibus Budget Reconciliation Act health benefit premiums, if eligible, subject to execution of a separation and release agreement.

The foregoing description of the terms of the employment agreement with Mr.

Barr is a summary of certain of its terms only and is qualified in its entirety by the full text of the employment agreement filed as Exhibit 10.4 hereto.

Please note that the agreements included as exhibits to this Form 10-Q are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about HC2 Holdings, Inc.

2 unchanged sentences

Number Description

2.1 Share Purchase Agreement, dated January 30, 2020, by and among New Saxon 2019 Limited, Trafalgar AcquisitionCo, Ltd., and Global Marine Holdings, Limited (solely for purposes of Section 2.04(a), Section 6.01, Section 6.02, Section 6.03, Section 6.07 and Article X) (incorporated by reference to Exhibit 2.1 to HC2's Current Report on Form 8-K, filed on January 30, 2020) (File No.

4.1 First Omnibus Amendment to Secured Notes and Intercreditor Agreement by and among HC2 Station Group, Inc., HC2 LPTV Holdings, Inc., HC2 Broadcasting, Inc., HC2 Network Inc., HC2 Broadcasting Intermediate Holdings Inc., HC2 Broadcasting Holdings Inc., and MSD PCOF Partners XVIII, LLC, Great American Life Insurance Company and Great American Insurance Company.

10.1 Second Amendment to Intercreditor Agreement dated as of April 9, 2020, by and among Wells Fargo Bank, National Association and TCW Asset Management Company LLC (filed herewith).

10.2 Second Amendment to Financing Agreement dated as of April 9, 2020 by and among DBM Global Inc.

("DBM"), as borrower, certain direct and indirect subsidiaries of DBM as borrowers or guarantors, the lenders from time to time party hereto, and TCW Asset Management Company, LLC, as administrative agent for the lenders and collateral agent to the secured parties (filed herewith).

10.3 Second Amendment to Fourth Amended and Restated Credit and Security Agreement dated as of April 9, 2020, by and among DBM and certain of its subsidiaries, and Wells Fargo Bank, National Association (filed herewith).

Employment Agreement dated effective as of August 7, 2020, by and between HC2 Holdings, Inc.

and Wayne Barr, Jr.

(filed herewith).

10.5 Cooperation Agreement, dated as of May 13, 2020, by and among HC2 Holdings, Inc., MG Capital Management Ltd., Percy Rockdale LLC and Rio Royal LLC (incorporated by reference to Exhibit 10.1 on HC2’s Current Report on Form 8-K, filed on May 14, 2020) (File No.

10.6 Agreement, dated as of May 13, 2020, by and among HC2 Holdings, Inc.

and Lancer Capital LLC (incorporated by reference to Exhibit 10.2 on HC2’s Current Report on Form 8-K, filed on May 14, 2020) (File No.

10.7 Agreement, dated as of May 13, 2020, by and among HC2 Holdings, Inc.

and JDS1, LLC and CCUR Holdings, Inc.

(incorporated by reference to Exhibit 10.3 on HC2’s Current Report on Form 8-K, filed on May 14, 2020) (File No.

10.8 Letter Agreement, dated as of July 5, 2020, by and among HC2 Holdings, Inc., MG Capital Management Ltd., Percy Rockdale LLC and Rio Royal LLC (incorporated by reference to Exhibit 10.1 on HC2’s Current Report on Form 8-K, filed on July 6, 2020) (File No.

10.9 Letter Agreement, dated as of July 5, 2020, by and between HC2 Holdings, Inc.

and Lancer Capital LLC (incorporated by reference to Exhibit 10.2 on HC2’s Current Report on Form 8-K, filed on July 6, 2020) (File No.

10.10 Letter Agreement, dated as of July 5, 2020, by and among HC2 Holdings, Inc., JDS1, LLC and CCUR Holdings, Inc.

(incorporated by reference to Exhibit 10.3 on HC2’s Current Report on Form 8-K, filed on July 6, 2020) (File No.

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).

1 unchanged sentence

32.1* Section 1350 Certification of Chief Executive Officer and Chief Financial Officer .

101 The following materials from the registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2020, formatted in extensible business reporting language (XBRL);

(i) Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended Mach 31, 2020 and 2019, (iii) Condensed Consolidated Balance Sheets at March 31, 2020 and December 31, 2019, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2020 and 2019, (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019, and (vi) Notes to Condensed Consolidated Financial Statements (filed herewith).

101 The following materials from the registrant’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020, formatted in extensible business reporting language (XBRL);

(i) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019, (ii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2020 and 2019, (iii) Condensed Consolidated Balance Sheets at June 30, 2020 and December 31, 2019, (iv) Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2020 and 2019, (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019, and (vi) Notes to Condensed Consolidated Financial Statements (filed herewith).

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* These certifications are being "furnished" and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

Indicates management contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HC2 Holdings, Inc.

May 11, 2020 By:

August 10, 2020 By:

/S/ Michael J.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information