FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.99
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment Agreement”), is dated as of October 11, 2016, by and between COLLECTORS UNIVERSE, INC., a Delaware corporation (the “Company”), and XXXXXX X. XXXXXXX (“Executive”), with reference to the following:
A. Executive is employed as Chief Executive Officer of the Company under an Employment Agreement dated as of October 10, 2012, which has been amended on three previous occasions, most recently to extend the term of that Agreement for a one year period to October 15, 2016 (and, as so amended, the “Employment Agreement”); and
B. The Company and Executive desire to further amend the Employment Agreement as and to the extent provided hereinafter in this Amendment Agreement.
A G R E E M E N T
1. Extension of the Term of Employment. The term of Executive’s employment under the Employment Agreement is hereby extended for an additional one year period and, therefore, shall continue in effect until October 15, 2017, unless the Executive’s employment is either (i) further extended by mutual written agreement of the parties, or (ii) sooner terminated pursuant to any of the provisions of Section 5 or Section 6 of the Employment Agreement.
2. Section 5.4(a) of Employment Agreement. Section 5.4(a) of the Employment Agreement, as in effect immediately prior hereto, is hereby amended to read in its entirety as follows:
“(a) Salary Continuation. The Company shall continue to pay Executive (or in the case of his death, to his heirs) his salary, at the rate in effect on the date of such termination of employment, for the then remaining original term of his employment as set forth in Section 3 above, but in no event for more than two (2) months following the effective date of such termination of employment (the “Salary Continuation Period”), with such payments (“salary continuation payments) to be made by the Company to Executive (or his estate or heirs, as the case may be) in twice-monthly equal installments, less required taxes and withholdings, on the Company’s regular payroll dates and in accordance with the Company’s customary payroll procedures as then in effect. Each salary continuation payment shall be considered a separate payment for purposes of Section 409A of the IRC, including for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii) promulgated under the IRC.”
3. Amendment of Provisions Relating to Continuation of Medical Insurance Benefits.
3.1 Section 5.4(b) of the Employment Agreement is hereby amended and restated to read in its entirety as follows:
3.2 As a result of the foregoing amendment to Section 5.4(b) of the Employment Agreement, Section 6.2(c) of the Employment Agreement is hereby amended to read in its entirety as follows:
4. No Other Changes. The Employment Agreement shall remain in full force and effect and, except as amended by this Amendment Agreement, shall remain unchanged.
5. Confirmation of Performance. Each party hereto represents that the other party has performed those of its obligations required to have been performed on or prior to the date hereof by such other party under the Employment Agreement and such other party has not breached and is not in breach of the Employment Agreement.
6. Miscellaneous.
6.1 Construction. This Amendment Agreement is the result of arms-length negotiations between the parties hereto, and no provision hereof shall be construed against a party by reason of the fact that such party or its legal counsel drafted said provision or for any other reason.
6.2 Entire Agreement. This Amendment Agreement contains all of the agreements of the parties relating to, and supersedes all prior agreements or understandings, written or oral, between the parties regarding, the subject matter hereof.
6.3 Binding on Successors. Subject to the provisions of Section 9.8 of the Employment Agreement (entitled “No Assignment”), which provisions are incorporated herein by this reference, this Amendment Agreement shall be binding on the parties and their respective heirs, legal representatives and successors and assigns.
6.4 Headings. Section and paragraph headings in this Amendment Agreement are for convenience of reference only and shall not affect the meaning or have any bearing on the interpretation of any provision of this Amendment Agreement.
6.5 Severability. If any provision of this Amendment Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired in any way as a result thereof.
6.6 Governing Law. This Amendment Agreement is made in and shall be construed and interpreted according to and enforced under the internal laws of the State of California, excluding its choice of law rules and principles.
6.7 Counterparts. This Amendment Agreement may be executed by the parties in separate counterparts, and each of such signed counterparts, including any photocopies or facsimile or digital copies thereof, shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument.
The Company: |
COLLECTORS UNIVERSE, INC. | ||
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By: |
/s/ XXXXXX X. XXXXXXX |
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Xxxxxx X. Xxxxxxx, Chief Financial Officer |
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Executive: |
/s/ XXXXXX X. XXXXXXX |
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Xxxxxx X. Xxxxxxx |
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