ZAGG Inc (Form: 8-K, Received: 06/11/2015 16:16:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 11, 2015

ZAGG Inc

(Exact name of registrant as specified in its charter)

Nevada	001-34528	20-2559624
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3855 South 500 West, Suite J

Salt Lake City, Utah 84115

(Address of principal executive offices)

Registrant’s telephone number, including area code: (801) 263-0699

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensation Arrangements of Certain Officers.

Resignation of Chief Financial Officer

On June 11, 2015, Brandon O’Brien tendered his resignation as Chief Financial Officer (“CFO”) of ZAGG Inc (the “Company”). His resignation is not the result of any disagreement with the Company on matters relating to the Company’s operations, policies or practices. Under the terms of a Separation and Release Agreement entered into by the Company and Mr. O’Brien in connection with his departure, the Company agreed, among other things, to (a) pay Mr. O’Brien separation pay in the amount of $200,000 in twelve (12) equal semi-monthly installments of $16,666.67, less applicable withholding, commencing on the Company’s first regular payday following the effective date of the Separation Agreement, (b) deliver free and clear title to that certain 2007 Fleetwood Fiesta LX motorhome owned by the Company in lieu of Mr. O’Brien’s 2015 Q2 incentive bonus, (c) make a one-time payment in the amount of $10,000 to a scholarship fund of Mr. O’Brien’s choosing within twenty (20) days of the effective date of the Separation Agreement, and (d) allow 15,206 time-based restricted stock units previously granted to Mr. O’Brien to vest on September 21, 2015 rather being forfeited upon the separation. In addition, under the Separation Agreement, if Mr. O’Brien properly and timely elects to continue the medical and dental insurance coverage for him and his family under the Company’s group medical and dental plans (collectively, “Continuation Coverage”) pursuant the COBRA, the Company will pay that portion of the premium for such Continuation Coverage that equals the portion of the premium that the Company paid for the medical and dental insurance coverage for Mr. O’Brien while he was employed by the Company, until December 31, 2015. The foregoing obligations of the Company are subject to Mr. O’Brien’s fulfillment of his promises, covenants, agreements, waivers and releases contained in the Separation Agreement, including without limitation, his obligation to provide certain consulting services to the Company through December 31, 2015.

Appointment of New Chief Financial Officer

On June 11, 2015, Bradley J. Holiday was appointed by the Company to serve as the Company’s CFO, effective July 13, 2015. In connection with his appointment as the Company’s CFO, Mr. Holiday and Company entered into an employment agreement effective July 13, 2015 (the “Agreement”) specifying certain terms of his employment with the Company. Mr. Holiday has served as a member of the Company’s board of directors (the “Board”) since August 2012 and most recently as chair of the Audit Committee and a member of the Nominating and Governance Committee. Effective July 13, 2015, Mr. Holiday will resign as a member and as chair of the Audit Committee and as a member of the Nominating and Governance Committee, but will continue to serve as a member of the Board until his replacement is appointed. The Board’s current chairperson, Cheryl A. Larabee, will become the chair of the Audit Committee effective upon Mr. Holiday’s resignation from such position.

Employment Agreement and Change of Control Addendum

Pursuant to the Agreement, Mr. Holiday will receive an annual base salary of $300,000 and be eligible to receive certain performance based compensation (“Performance Compensation”) for 2015 comprised of a target performance cash bonus of up to $90,000, and a target performance equity award equal to the Company’s common stock having a fair market equivalent value of up to $225,000 as of July 13, 2015, each prorated from the effective date of his employment. The 2015 Performance Compensation will be earned upon achievement of certain (a) team goals, and/or (b) revenue, adjusted EBITDA and EPS targets, all as previously established by the Company’s Compensation Committee. On a go forward basis, each calendar year, the Company’s Compensation Committee will determine whether to provide Performance Compensation, the metrics which must be achieved for Mr. Holiday to receive such Performance Compensation (the “Performance Targets”) and the amount of any cash bonus and/or equity award that Mr. Holiday will be eligible to receive in connection with the achievement or partial achievement of any such Performance Targets. Mr. Holiday is also entitled to receive benefits under the Company’s medical, disability or other group insurance plans and certain moving expenses, all as specified in the Agreement.

Concurrent with the execution of the Agreement, Mr. Holiday and the Company entered into a Change of Control Addendum (the “Addendum”) to the Agreement, which provides, among other things, that if Mr. Holiday’s employment with the Company is terminated for good reason (as defined in the Addendum) or by the Company without cause (other than on account of death or disability), in each case within 24 months following a change of control (as defined in the Addendum), and subject to the execution of a general release in a form satisfactory to the Company, (a) Mr. Holiday will be entitled to receive severance payments equal to the sum of his base salary plus his current annual targeted bonus, less applicable withholding, for 24 months after the date of Mr. Holiday’s separation from the Company, (b) the vesting and exercisability of each option granted to Mr. Holiday (or of any property received by Mr. Holiday in exchange for such options in a change of control) will automatically accelerate and the vesting, exercisability or settlement of any other equity awards granted to Mr. Holiday by the Company will be accelerated to the extent provided in the applicable award agreements related to such awards, and (c) during such 24 month period or until he obtains similar coverage from a subsequent employer, the Company will pay the premiums to continue Mr. Holiday’s group health insurance coverage under COBRA, to the extent Mr. Holiday is eligible for such coverage and has elected continuation coverage under the applicable rules.

The foregoing summary of the terms and conditions of the Agreement and the Addendum does not purport to be complete, and is qualified in its entirety by reference to the full text of the Agreement and the Addendum, which are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

Prior to his appointment as the Company’s CFO, Mr. Holiday was the Senior Executive Vice President and CFO of Callaway Golf Company (“Callaway”) from September 2003 to May, 2015. Mr. Holiday previously served as Executive Vice President and CFO of Callaway beginning in August 2000. Before joining Callaway, Mr. Holiday served as Vice President—Finance for Gateway, Inc. Prior to Gateway, Inc., Mr. Holiday was with Nike, Inc. in various capacities beginning in April 1993, including CFO—Golf Company, where he directed all global financial initiatives and strategic planning for Nike, Inc.’s golf business. Prior to Nike, Inc., Mr. Holiday served in various financial positions with Pizza Hut, Inc. and General Mills, Inc. Mr. Holiday, 61, has an M.B.A. in Finance from the University of St. Thomas and a B.S. in Accounting from Iowa State University. He does not have any family relationships with any of the officers or directors of the Company. He is not a party to any related party transactions.

On June 11, 2015, the Company issued a press release announcing the resignation of Mr. O’Brien and the appointment of Mr. Holiday as CFO. A copy of the press release is attached hereto as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description

99.1	Employment Agreement dated June 11, 2015
99.2	Change of Control Addendum dated June 11, 2015
99.3	Press Release of ZAGG Inc dated June 11, 2015

SIGNATURES

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 hereunto duly authorized.

ZAGG Inc

/s/ RANDALL L. HALES

Randall L. Hales

Chief Executive Officer

Date: June 11, 2015

Exhibit 99.1

ZAGG Square | 3855 South 500 West Ste J | Salt Lake City, UT 84115 | 801.263.0699
www.ZAGG.com | NASDAQ: ZAGG

June 11th, 2015

Brad Holiday

14224 Harrow Pl.

Poway, CA 92064-2373

EMPOLYMENT AGREEMENT

Dear Brad:

This letter agreement ("Agreement") sets forth the terms of your employment with ZAGG Inc, a Nevada corporation ("ZAGG" or the "Company"), effective as of July 13, 2015. This Agreement amends and restates in its entirety any prior employment understanding or agreement between you and the Company or any other entity which is controlled by the Company (each an "Affiliate").

1. Position and Duties. You shall be employed as the Chief Financial Officer of the Company. In such position, you have the duties and authority consistent with the duties and authority of a chief financial officer for a public company in the mobile accessories industry of a size comparable to ZAGG. In addition, you may be asked from time to time to serve as a manager, director or officer of one or more of the Company's Affiliates, without further compensation. You shall continue to accept employment with the Company on the terms and conditions set forth in this Agreement, and you agree to devote your full business time, judgment, energy and skill exclusively to the advancement of the business interests of the Company and its Affiliates and to discharge your duties and responsibilities for them. You shall report directly to the Company's President and Chief Executive Officer, Randy Hales. Your principal place of employment will be at the Company's headquarters in or around Salt Lake City, Utah.

2. Term of Employment. Your employment at the Company will commence as of the effective date of your hire (the "Hiring Date"). Your employment is and shall remain "at-will" and either you or the Company may terminate your employment at any time, with or without cause, subject to the provisions of Paragraphs 4, 5 and 6 below.

3 . Compensation. The Compensation Addendum attached hereto as Exhibit A describes certain components of your compensation for the 2015 fiscal year and is pro-rated from the effective date. Annually thereafter during the term of your employment you will be provided with a new Compensation Addendum which will set forth the elements of your compensation for the applicable fiscal year as approved by the Compensation Committee of the Board of Directors of the Company. After you receive and sign or otherwise agree to, including by continuing your employment with the Company, the compensation terms set forth in such subsequent versions of the Compensation Addendum, such terms shall be deemed incorporated herein by reference. You will be compensated for your services to the Company and its Affiliates, subject to your full performance of your obligations hereunder, as described in the applicable Compensation Addendum, as follows:

(a) Base Salary: Your annual base salary ("Base Salary") is set forth in the Compensation Addendum and is pro-rated from the effective date.

(b) Target Performance Cash Potential: Your Target Performance Cash Potential is described in the Compensation Addendum and is pro-rated from the effective date. Each calendar year, the Compensation Committee will determine whether to provide an annual Target Performance Cash Potential, the metrics which must be achieved to receive the Target Performance Cash Potential and the amounts to be paid in connection with the achievement or partial achievement of any Target Performance Cash Potential. Unless otherwise expressly set forth in the Compensation Addendum for any applicable fiscal year, (i) the earned portion of the Target Performance Cash Potential will be paid within 90 days after the close of the fiscal year, (ii) the Company reserves the right to amend, change, or cancel any Target Performance Cash Potential arrangement in its sole discretion and (iii) you must be employed through the date the Target Performance Cash Potential is paid in order to be eligible to receive it.

(c) Target Performance Equity Potential: Your Target Performance Equity Potential is described in the Compensation Addendum and is pro-rated from the effective date. Each calendar year, the Compensation Committee will determine whether to provide an annual Target Performance Equity Potential, the metrics which must be achieved for you to receive the Target Performance Equity Potential and the equity amount you will receive in connection with the achievement or partial achievement of any Target Performance Equity Potential. Unless otherwise expressly set forth in the Compensation Addendum for any applicable fiscal year, (i) the earned portion and/or vesting of any Target Performance Equity Potential for the fiscal year will be determined within 90 days after the close of that fiscal year and (ii) you must be employed through the date such Target Performance Equity Potential vests in order to be eligible to receive it.

(d) Other Compensation: Other types of cash or equity compensation (e.g., time-based stock grants) may, in the discretion of the Compensation Committee, be described in the Compensation Addendum. The metrics associated with earning the other compensation described in the Compensation Addendum, or greater or lesser amounts if any, shall be set forth in the applicable Compensation Addendum. Unless otherwise expressly set forth in the Compensation Addendum for any applicable fiscal year, you must be employed through the date such other compensation is earned or vests in order to be eligible to receive it.

(e) Moving Expenses: The Company shall pay your reasonable moving costs and expenses, not to exceed Forty Thousand Dollars ($40,000).

(f) Benefits: You will have the right, on the same basis as other similarly-situated employees of the Company, to participate in and to receive benefits under any applicable medical, disability or other group insurance plans, as well as under the Company's business expense reimbursement and other policies, except to the extent that such plans are duplicative of benefits otherwise provided for in this Agreement. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law, including without limitation, applicable tax rules. You will accrue paid vacation in accordance with the Company's vacation policy in the amount of four (4) weeks per year. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

(g) Withholding: All payments made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld by the Company under applicable law.

4. Voluntary Termination. In the event that you voluntarily resign from your employment with the Company or any of its Affiliates without Good Reason (as defined in Paragraph 5) or in the event that your employment terminates as a result of your death or Disability (as defined in Paragraph 6(c)), you will be entitled to no compensation or benefits from the Company other than those earned under Paragraph 3 through the date of your termination. You agree that if you voluntarily terminate your employment with the Company without Good Reason, you will provide the Company with 90 days' written notice of your resignation. The Company may, in its sole discretion, elect to waive all or any part of such notice period and accept your resignation at an earlier date.

5. Resignation for Good Reason. During the first twelve (12) months of your employment with the Company, you may terminate your employment for Good Reason within thirty (30) days of the event constituting Good Reason by delivering to the Company a notice specifying that you are terminating your employment for Good Reason, setting forth in reasonable detail the facts and circumstances you claim give you Good Reason, and giving the Company thirty (30) days to cure the circumstances you claim give you Good Reason. If you deliver such a notice and the Company fails to cure the circumstances you claim give you Good Reason within thirty (30) days resulting in a Separation (as defined in paragraph 6(c)) then the Company shall pay you the same severance you would have received if your employment had been terminated without cause pursuant Paragraph 6(b) of this Agreement, provided however, that you must sign a general release of known and unknown claims in a form satisfactory to the Company in order to receive such severance. For purposes of this Agreement, "Good Reason" shall mean any of the following events if effected by the Company without your consent within twelve (12) months of the Hiring Date: (i) a change in your position with the Company which materially diminishes your duties, responsibilities, or authority; (ii) a material diminution of your Base Salary; (iii) a relocation of your principal place of employment by more than forty (40) miles; (iv) a material breach of this Agreement by the Company; or (v) the Company's failure to secure the written assumption of its material obligations under this Agreement from any successor to the Company.

6. Other Termination. Your employment may be terminated under the circumstances set forth below.

(a) Termination for Cause : If your employment is terminated by the Company for cause as defined below, you shall be entitled to no compensation or benefits from the Company other than those earned under Paragraph 3 through the date of your termination for cause. For purposes of this Agreement, a termination "for cause" occurs if you are terminated for any of the following reasons: (i) theft, dishonesty or falsification of any employment or Company records; (ii) improper disclosure of the Company's confidential or proprietary information resulting in damage to the Company; (iii) any action or inaction by you which has a material detrimental effect on the Company's reputation or business; (iv) your failure or inability to perform any assigned duties after written notice from the Company to you of, and a reasonable opportunity to cure, such failure or inability; (v) your conviction (including any plea of guilty or no contest) of a felony, or of any other criminal act if that act impairs your ability to perform your duties under this Agreement or (vi) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation. For purposes of this paragraph only, "Company" shall mean ZAGG and its Affiliates.

(b) Termination Without Cause: As indicated above, your employment by the Company is "at will." If a Separation occurs because your employment is terminated by the Company without cause (and not as a result of your death or Disability), and if you sign a general release of known and unknown claims in form satisfactory to the Company, you will receive severance payments equal to your current compensation ("Severance Pay") , less applicable withholding, for twelve (12) months after the date of the separation. Your "current compensation" shall mean the sum of your base salary plus your current annual targeted bonus. The Company will deliver the form of release to you within thirty (30) days after your Separation. You must execute and return the release within the period set forth in the prescribed form. The Severance Pay will commence within thirty (30) days after you return the signed release. During the severance period, the Company will also pay the premiums to continue your group health insurance coverage under COBRA if you are eligible for COBRA and have elected continuation coverage under the applicable rules. However, the Company's COBRA obligations shall immediately cease to the extent you become eligible for benefits from a subsequent employer.

( b) Definition of Separation. For purposes of this Agreement, " Separation " means a "separation from service," as defined in the regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code" ). For purposes of this Agreement, " Disability " means (i) your inability, by reason of physical or mental illness or other cause, to perform your duties hereunder on a full-time basis for a period of 90 days in any one year period, or (ii) in the discretion of the Board, as such term is defined in any disability insurance policy in effect at the Company during the time in question.

(c) Commencement of Payments. For purposes of Section 409A of the Code, each salary continuation payment under Paragraph 5 or 6(b) above is hereby designated as a separate payment. If the Company determines that you are a "specified employee" under Section 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Paragraph 5 or 6(b) above, to the extent that they are subject to Section 409A of the Code, will commence during the seventh month after your Separation and (ii) the installments that otherwise would have been paid during the first six months after your Separation will be paid in a lump sum when the salary continuation payments commence.

7. Confidential and Proprietary Information. As a condition of your continued employment, you must sign the ZAGG Confidentiality, Non-Competition and Inventions Agreement, a copy of which is attached to this Agreement, governing non-competition, employee confidentiality, and assignment of inventions agreement.

8. Severability. If any provision of this Agreement is deemed invalid, illegal or unenforceable, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected.

9. Assignment. In view of the personal nature of the services to be performed under this Agreement by you, you cannot assign or transfer any of your obligations under this Agreement.

10. Entire Agreement. This Agreement and the agreements referred to above constitute the entire agreement between you and the Company regarding the terms and conditions of your employment, and they supersede all prior negotiations, representations or agreements between you and the Company regarding your employment, whether written or oral.

11. Modification. This Agreement may only be modified or amended by a supplemental written agreement signed by you and an authorized representative of the Company.

12. Governing Law. This Agreement, and all matters relating hereto, including any matter or dispute arising out of the Agreement, shall be interpreted, governed, and enforced according to the laws of the State of Utah, without regard to conflict of laws principals.

13. Dispute Resolution. All disputes and controversies arising out of or in connection with this Agreement, or your employment with the Company shall be resolved exclusively by the state and federal courts located in Salt Lake County in the State of Utah, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts. Each party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which such party may raise now, or hereafter have, to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each party agrees that, to the fullest extent permitted by applicable law, a final judgment in any such suit, action, or proceeding brought in such a court shall be conclusive and binding upon such party, and may be enforced in any court of the jurisdiction in which such party is or may be subject by a suit upon such judgment.

14. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR EMPLOYEE'S EMPLOYMENT BY THE COMPANY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH PARTY HEREBY AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT, OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

15. Attorneys' Fees. The prevailing party in any arbitration, court action or other adjudicative proceeding arising out of or relating to this Agreement or Employee's employment with the Company shall be reimbursed by the party who does not prevail for the prevailing party's reasonable attorneys', accountants', and experts' fees and for the costs of such proceeding(s). The provisions set forth in this Section shall survive the merger of these provisions into any judgment.

16. Paragraph Headings. The paragraph headings of this Agreement are inserted only for convenience and in no way define, limit, or describe the scope or intent of this Agreement nor affect its terms and provisions.

17. Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and no provision of this Agreement shall be construed against either party as the drafter thereof.

18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement, but all of which together shall constitute one and the same instrument.

19. Indemnification. Concurrent with the execution and delivery of this Agreement, Employee and the Company will enter into an Indemnity Agreement

20. Entire Agreement. This Agreement is intended to be the final, complete, and exclusive statement of the terms of the parties' agreement regarding the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous statements or agreements, except for agreements specifically referenced herein. To the extent that the terms of any prior agreement between the parties are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control.

21. EMPLOYEE ACKNOWLEDGEMENT. YOU HAVE HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL CONCERNING THIS AGREEMENT AND HAVE OBTAINED AND CONSIDERED THE ADVICE OF SUCH LEGAL COUNSEL TO THE EXTENT YOU DEEM NECESSARY OR APPROPRIATE. YOU HAVE READ AND UNDERSTAND THE AGREEMENT, ARE FULLY AWARE OF ITS LEGAL EFFECT, AND HAVE ENTERED INTO IT FREELY BASED ON YOUR OWN JUDGMENT AND NOT BASED ON ANY REPRESENTATIONS OR PROMISES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

Please sign and date this letter on the spaces provided below to acknowledge your acceptance of the terms of this Agreement.

ZAGG Inc.

Accepted and agreed this 11 day of June , 2015:

EMPLOYEE:

TEXT BOX:

ZAGG Square | 3855 South 500 West Ste J | Salt Lake City, UT 84115 | 801.263.0699
www.ZAGG.com | NASDAQ: ZAGG

2015 COMPENSATION ADDENDUM TO THE EMPLOYMENT AGREEMENT

THIS 2015 COMPENSATION ADDENDUM TO THE EMPLOYMENT AGREEMENT dated June 11, 2015 (the "Addendum") is made and entered into as of the July 13, 2015 by and between ZAGG Inc, a Nevada corporation (the "Company"), and Brad Holiday ("Executive" or "you").

	FY15
Base Salary	$300,000
Stock Grant	$0
Total Non-Performance Compensation	$300,000

Target Performance Cash Potential	$90,0001
Target Performance Equity Potential	$225,0002
Total Performance Based Compensation	$315,000

Total Opportunity	$615,000

The target performance cash potential pays out quarterly at a percentage equal to the achievement of team goals. The target performance equity potential is tied to the achievement of the board approved annual plan ³ for Revenue (50.0%); EBITDA (25.0%) and EPS (25.0%). Each of these three metrics are measured and rewarded independently of the others.

	A.	If the company performance exceeds the board approved annual plan for Revenue, EBITDA, and EPS, the executive's target performance equity potential will increase at a rate equal to 1.5% of the target performance equity potential for every 1.0% above the board approved annual plan (capped at 15% above plan).

	B.	If the company performance is below the board approved annual plan for Revenue, EBITDA, and EPS, the executive's target performance equity potential will decrease at a rate equal to 1.5% of the target performance equity potential for every 1.0% below the board approved plan with a a downside limit equal to the low end of the board approved plan.

C. If the company performance falls below the low end of the board approved plan for Revenue, EBITDA, and EPS, the executive will no longer qualify for the target performance equity potential for that particular target.

Footnotes:

¹ FY15 target performance cash potential is paid out quarterly based on achievement of team goals.

² FY15 performance stock grants vest in one year based on results.

³ FY15 board approved plan by category: Revenue ($260.0M to 270.0M); EBITDA ($38.0M - 41.0M); EPS ($0.43 - 0.51)

I N WITNESS WHEREOF, the parties have executed this 2015 Compensation Addendum to the Employment Agreement as of the date above written.

ZAGG, Inc.

Accepted and agreed this 11 day of June , 2015:

EMPLOYEE:

TEXT BOX:

Exhibit 99.2

ZAGG Square | 3855 South 500 West Ste J | Salt Lake City, UT 84115 801.263.0699
www.ZAGG.com | NASDAQ: ZAGG

CHANGE OF CONTROL ADDENDUM TO THE EMPLOYMENT AGREEMENT

THIS CHANGE OF CONTROL ADDENDUM TO THE EMPLOYMENT AGREEMENT dated June 11, 2015 (the "Addendum") is made and entered into as of the July 13, 2015 by and between ZAGG Inc, a Nevada corporation (the "Company"), and Brad Holiday ("Executive" or "you").

A. The Company and Executive entered into that certain Employment Agreement dated effective as of July 13, 2015, pursuant to which the Company employed Executive as Chief Financial Officer (the "Agreement"). Except as otherwise provided in this Addendum, all capitalized terms used but not defined in this Addendum shall have the meanings given to them in the Agreement.

B. The Company and Executive (as evidenced by their execution hereof) desire to amend and supplement the Agreement as provided herein.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Addition of Change of Control Addendum. The Change of Control Addendum set forth below is hereby incorporated into the Agreement and shall be attached thereto as Exhibit B.

CHANGE OF CONTROL ADDENDUM

Notwithstanding any other provision contained herein, if your employment hereunder is terminated for Good Reason or by the Company without Cause (other than on the account of your death or Disability), in each case within twenty-four (24) months following a Change of Control, you shall be entitled to receive, subject to your execution of a general release of known and unknown claims in a form satisfactory to the Company, severance payments equal to your current compensation, less applicable withholding, for twenty-four (24) months after the date of your separation (the "Severance Pay"). Your "current compensation" shall mean the sum of your Base Salary plus your current annual targeted bonus. Subject to the terms of the following paragraph, the Severance Pay will commence within thirty (30) days after you return the executed release and shall be paid bi-weekly in accordance with the Company's normal payroll practices. The vesting and exercisability of each option granted to you by the Company (or of any property received by you in exchange for such options in a Change of Control) shall be automatically accelerated in full. The vesting, exercisability or settlement of any other equity awards granted to you by the Company shall be accelerated to the extent set forth in the applicable equity award agreement between you and the Company. During the severance period of twenty-four (24) months, the Company will also pay the premiums to continue your group health insurance coverage under COBRA if you are eligible for COBRA and have elected continuation coverage under the applicable rules. However, the Company's COBRA obligations shall immediately cease to the extent you become eligible for substantially equivalent health insurance coverage from a subsequent employer.

For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), each Severance Payment under this Change of Control Addendum is hereby designated as a separate payment. If the Company determines that you are a "specified employee" under Section 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the Severance Payments under the preceding paragraph, to the extent that they are subject to Section 409A of the Code, will commence during the seventh month after your Separation and (ii) the installments that otherwise would have been paid during the first six months after your Separation will be paid in a lump sum when the Severance Payments commence.

For purposes of this Addendum, "Change of Control" shall mean the occurrence of any of the following:

(i) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company; provided that, a Change of Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company's stock and acquires additional stock;

(ii) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of the Company;

(iii) a majority of the members of the Board of Directors of the Company are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board of Directors of the Company before the date of such appointment or election; or

(iv) the complete liquidation of the Company or the sale or other disposition by the Company of all or substantially all of the Company's assets.

For purposes of this Addendum, "Good Reason" shall mean any of the following events if affected by the Company without your consent within twenty-four (24) months of the Change of Control:

(v) a change in your position with the Company which materially diminishes your duties, responsibilities, or authority;

(vi) a material diminution of your Base Salary;

(vii) any requirement that you relocate or any assignment of duties that that would make it unreasonably difficult for you to maintain the principal residence you had immediately prior to the Change of Control;

(viii) a material breach of this Agreement by the Company; or

(ix) the Company's failure to secure the written assumption of its material obligations under this Agreement from any successor to the Company.

2. Incorporation. The terms of the Agreement (as modified hereby) are hereby incorporated herein by this reference.

3. Agreement Affirmed. As modified hereby, the Agreement is hereby affirmed and deemed to continue in full force and effect.

4. Counterparts. This Addendum may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. This Addendum may be executed and delivered by facsimile, or by email in portable document format (.pdf) and delivery of the executed signature page by such method will be deemed to have the same effect as if the original signature had been delivered to other the party.

[SIGNATURES TO FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Change of Control Addendum to the Employment Agreement as of the date above written.

ZAGG Inc

Accepted and agreed this 11 day of June, 2015:

EMPLOYEE:

Exhibit 99.3

June 11, 2015

ZAGG Announces Bradley J. Holiday as Chief Financial Officer

SALT LAKE CITY, June 11, 2015 (GLOBE NEWSWIRE) -- ZAGG Inc (Nasdaq: ZAGG), a leading mobile device accessories company with a brand portfolio that includes ZAGG and iFrogz, today announced that Bradley J. Holiday has been appointed ZAGG’s Chief Financial Officer, effective July 13, 2015. Mr. Holiday is an accomplished global financial executive with a proven track record of success in the CFO role with leading consumer product companies.

Most recently Mr. Holiday, who has been a ZAGG Board member since 2012, served as CFO for Callaway Golf Company from 2000 until 2015, where he was instrumental in helping Callaway rebrand its name and lead a strategic transformation. In addition, Mr. Holiday was CFO of the Nike Golf Division from 1998 to 2000, and Nike’s retail division from 1995 to 1998 where he grew the division from $500 million to almost $1 billion in revenue.

"I am pleased to welcome Brad to the ZAGG management team. As a result of his almost three years as a ZAGG board member, we know Brad is an outstanding leader and brings experience in all aspects of accounting and finance,” stated Randy Hales, president and CEO of ZAGG. “In his role at ZAGG, we expect that Brad will expand the use of analytics to improve the company’s performance, improve the rigor of cost management disciplines, and support our strategic growth objectives. In addition, his prior experience at large, multinational consumer retail companies will be particularly beneficial as we continue to expand our global distribution."

Mr. Holiday joined the ZAGG board of directors in August of 2012 and during his tenure served as the Audit Committee Chair. Effective July 13, 2015, Mr. Holiday will resign as chair and member of the Audit Committee and as a member of the Nominating and Governance Committee but will continue to serve on the Board of Directors until a replacement is appointed. Chairperson of the Board, Cheryl A. Larabee will become Audit Committee Chair upon Mr. Holiday’s resignation.

Brandon O’Brien has resigned his position as CFO effective June 11, 2015 with plans to retire. Mr. O’Brien is leaving the company on excellent terms. His resignation is not the result of any disagreement with ZAGG on matters relating to ZAGG’s operations, policies or practices.

"Brandon was instrumental in ZAGG becoming publicly traded in 2007, the company’s cross listing to Nasdaq in 2009, and leading the accounting and finance team over the past eight years," said Mr. Hales. "It has been a pleasure to work closely with Brandon and all of us extend our sincere appreciation for his contributions while at ZAGG."

For more information about ZAGG or any of their products, please visit ZAGG.com.

About ZAGG Inc:

ZAGG Inc (Nasdaq: ZAGG) and its subsidiaries (the "company") design, produce and distribute creative mobile accessory solutions. The company's three distinct brands -- ZAGG, iFrogz and InvisibleShield ^® -- offer solutions such as keyboards, cases, screen protection, audio, power management and gaming products. ZAGG serves as the professional, work-hard technology-based product line; iFrogz is the fun, trend-driven, clever and colorful product line; and InvisibleShield is the durable, scientifically formulated, protective product line. ZAGG Inc distinguishes itself by offering industry-leading products through targeted global distribution channels, with the broadest product offering in its sector. More information about the company and its brands is available at ZAGG.com or on Facebook, Twitter, Google+ and YouTube.

CONTACT: Investor Relations:

ZAGG Inc

Kim Rogers

801-506-7008

kim.rogers@zagg.com

Media:

Edelman

Roman Skuratovskiy

650-762-2835

roman.skuratovskiy@edelman.com

Company:

ZAGG Inc

Nathan Nelson

801-506-7341

nnelson@zagg.com

Source: ZAGG Inc


	C.	If the company performance falls below the low end of the board approved plan for Revenue, EBITDA, and EPS, the executive will no longer qualify for the target performance equity potential for that particular target.