EXHIBIT 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Agreement"), dated as of
August 12, 2008 and effective as of March 5, 2008 (the "Amendment Date"), is
between ESCALA GROUP, INC., a Delaware corporation (the "Company"), and XXXX
XXXXXXX, an individual ("Xx. Xxxxxxx").
WHEREAS, the Company and Xx. Xxxxxxx are parties to an Employment
Agreement, dated December 28, 2007 (the "Original Agreement"), pursuant to which
Xx. Xxxxxxx has been employed by the Company as President of the Company's
Numismatics and Trading Divisions.
WHEREAS, the parties desire to amend and extend the Original Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Effective as of the Amendment Date, the first sentence of paragraph (a) of
Section 2 of the Original Agreement is hereby amended to read as follows:
"2. Duties. (a) During the Term, Xx. Xxxxxxx shall serve as President
and Chief Executive Officer of the Company, as Chief Executive Officer
of the Company's Coin Division and as Chief Executive Officer of the
Company's Trading Division."
2. Effective as of the Amendment Date, there shall be added new paragraph (h)
to Section 3 ("Compensation") of the Original Agreement, reading as
follows:
"(h) The Company shall pay to Xx. Xxxxxxx a one-time cash bonus
(the "Filing Bonus") of $100,000 promptly following the date that the
Company becomes current in its filings under the Securities Act of
1934, as amended (the "Securities Act")."
3. Effective as of the Amendment Date, subparagraph (2) of paragraph (e) of
Section 4 ("Termination") of the Original Agreement, is hereby amended to
delete the words "President of the Numismatics Division and President of
the Trading Division (or, in each case, an office of equivalent stature)"
and inserting in lieu thereof the words "President and Chief Executive
Officer of the Company". For the avoidance of doubt, effective as of the
Amendment Date, subparagraph (2) of paragraph (e) of Section 4 is hereby
amended to read in its entirety as follows:
"(2) Xx. Xxxxxxx no longer holds the offices of both President and
Chief Executive Officer of the Company, or his functions and/or duties
are materially diminished;"
4. Effective as of the Amendment Date, subparagraph (2) of paragraphs (a), (b)
and (c) of Section 5 ("Compensation Following Termination Prior to the End
of the Term") is hereby amended in each case to read in its entirety as
follows:
"(2) the Performance Bonus, if any, not yet paid for any fiscal year
ending prior to the date of termination of Xx. Xxxxxxx' employment,
and, if the Company has become current in its filings under the
Securities Act prior to the date of termination of Xx. Xxxxxxx'
employment, the Filing Bonus (if not previously paid), in each case
payable as and when such bonuses would have been paid had Xx. Xxxxxxx'
employment continued;"
5. Effective as of the Amendment Date, there shall be added a new subparagraph
(7) to paragraph (c) of Section 5 ("Compensation Following Termination
Prior to the End of the Term"), reading as follows:
"(7) in the event that the Company has become current in its filings
under the Securities Act on or prior to the date that is 90 days
following the date of termination of Xx. Xxxxxxx' employment, the
Filing Bonus (if not previously paid)."
6. This Agreement is governed by the laws of the State of California, without
giving effect to principles of conflict of laws.
7. Except as specifically amended hereby, the Original Agreement shall remain
in full force and effect in accordance with its terms. This Agreement shall
not constitute an amendment to or modification of any other agreement
between the parties hereto. Capitalized terms used herein and not otherwise
defined will have their meanings as set forth in the Original Agreement.
ESCALA GROUP, INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Chief Administrative Officer and
Executive Vice President
/s/ Xxxxxxx Xxxxxxx
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XXXXXXX X. XXXXXXX
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