EMPLOYMENT AGREEMENT
EXHIBIT 10.1
This EMPLOYMENT
AGREEMENT (the “Agreement”) is entered into as of the 1st day of January 2003, between COLLECTORS UNIVERSE, INC., a Delaware Corporation (the “Company” or “CUI”), and XXXXXXX XXXXXX (Executive”), with reference to
the following:
Company desires to employ Executive as its Chief Executive Officer and Executive desires to accept
such employment, on the terms and conditions set forth hereinafter in this Agreement.
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2. Rights to Discoveries, Intellectual Property,
etc. Concurrently herewith, Executive shall enter into and deliver to CUI an Employee Confidentiality Agreement in the form attached hereto as Exhibit B.
3. Compensation. Executive’s compensation for all services rendered to CUI or to any Affiliate of CUI (as hereinafter defined in this Agreement) shall be as follows:
4. Grant of
Options. Effective as of the first business day following the date hereof, Executive shall be granted options to purchase a total of 75,000 shares of the Company’s Common Stock (the “Options”) under and
pursuant to the Company’s 1999 Incentive Stock Plan (the “Plan”). The grant of the Options shall be evidenced, and the rights and obligations of Executive with respect thereto shall be governed, by an Option Agreement substantially in
the form of Exhibit C hereto and not by this Agreement.
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(a) Executive’s conviction of an act that, under applicable law or government regulations,
constitutes a felony or a misdemeanor involving moral turpitude;
(b) Executive’s
commission of an act that subjects the Company, or any Affiliate (as hereinafter defined) to any material civil liabilities or penalties or any criminal penalties or fines or which, in the good faith judgment of the Board of Directors, materially
damages the Company’s reputation or its competitive position within any of its markets;
(c) Executive’s breach or violation of any of his covenants in his Employee Confidentiality Agreement, or of any conflict of interest or ethics policies from time to time adopted by the Board of Directors
and made applicable generally to the officers of CUI, which continues unremedied for a period of ten (10) days of written notice thereof from CUI or which is not susceptible to cure;
(d) Executive’s breach or violation of any of his material covenants or obligations in this Agreement which continues unremedied for a period
of thirty (30) days following written notice thereof from CUI or which is not susceptible of cure;
(e) Executive’s excessive absenteeism (other than for illness); or
(f) Executive’s insubordination with respect to any lawful direction of the Board of Directors.
5.7 Disability. For purposes of Section 5.2 the term “Disability” or “disabled” shall mean Executive’s incapacity due to physical or mental illness that
causes the Executive to be absent from his duties with the Company on a full-time basis for three (3) months. In the event that there is a dispute over whether the Executive is disabled, then, such dispute shall be resolved by a practicing
physician, licensed as such and in good standing, in California that is selected by the Company and the Executive or his counsel, to conduct a physical or, in
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the case of an alleged mental disability a psychiatrist to conduct a psychological, examination of the
Executive and Executive agrees that he will submit to such examination in the event of such a dispute. The determination of such physician or psychiatrist (as the case may be) shall be binding on and nonappealable by the parties.
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(a) This 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. Wherever the term “including” may appear in this
Agreement, it shall mean “including but not limited to” and, unless the context indicates clearly and unambiguously to the contrary, the terms “hereof,” “herein,” “hereto” and “hereunder and terms of
similar meaning, whenever used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or subsection of, or paragraph or clause contained in, this Agreement.
(b) The term “Affiliate” when used with reference to CUI shall mean any corporation, limited liability
company, partnership or other entity with respect to which CUI owns beneficially, either directly or indirectly through any other entity, more than 50% of the outstanding voting power (a “subsidiary”), (ii) any corporation, limited
liability company, partnership or other entity that owns beneficially, either directly or indirectly through any other entity, more than 50% of the outstanding voting power of CUI (a “parent”) and (iii) any corporation, limited liability
company, partnership or other entity more than 50% of the outstanding voting power of which is beneficially owned, either directly or indirectly through any other entity, by a parent of CUI.
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6.8 Governing Law. This
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.
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(a) Arbitration. Any dispute between the parties relating to this Agreement or any agreements entered into pursuant hereto
by the parties, including any controversy or dispute regarding the enforceability or the interpretation of any of the provisions hereof or thereof, or with respect to any alleged or actual non-performance by a party of its obligations hereunder or
thereunder, shall be resolved exclusively by binding arbitration in accordance with the rules of commercial arbitration of the American Arbitration Association. Any arbitration proceeding shall be held exclusively in Orange County, California and
any service of process in or in connection with any such proceeding shall be adequate if sent by certified or registered mail, postage prepaid to the address of the other party last communicated in writing by such other party to the party initiating
such arbitration. The determination of the arbitrator in any such proceeding shall be final and binding on and non-appealable by the parties.
(Signatures
of parties follow on next page)
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COLLECTORS UNIVERSE, INC. | ||
By: |
/s/ XXXXX XXXX | |
Xxxxx Xxxx, President |
/s/ XXXXXXX XXXXXX | ||
Xxxxxxx Xxxxxx |
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