EMPLOYMENT AGREEMENT AMENDMENT
Exhibit
10.1
EMPLOYMENT
AGREEMENT AMENDMENT
This
EMPLOYMENT AGREEMENT AMENDMENT (this “Agreement”), is dated as of September 19,
2006, by and between COLLECTORS UNIVERSE, INC., a Delaware Corporation (the
“Company” or “CUI”), and XXXXXXX X. XXXXXX (Executive”), with reference to the
following:
R E C I T A L S:
A. Executive
is employed as Chief Executive Officer of the Company under an Employment
Agreement entered into by him with the Company as of January 1, 2003, which
has
heretofore been amended on three occasions, primarily to extend the term of
the
CEO’s employment with the Company, most recently to December 31, 2006. and to
evidence increases in his base salary (and as heretofore amended, the
“Employment Agreement”); and
B. The
Company and the CEO desire to further amend the Employment Agreement as and
to
the extent provided hereinafter in this Agreement.
A G R E E M E N T
NOW,
THEREFORE, in consideration of the respective promises of each party made to
the
other in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by each of the parties, it
is
agreed as follows:
1. Extension
of the Term of Employment.
The
term of Executive’s employment under the Employment Agreement, as heretofore
amended, is hereby extended and shall continue to December 31, 2007, unless
the
Executive’s employment is either (i) sooner terminated pursuant to the
provisions of any of Sections 5.2 through 5.7 (inclusive) of the Employment
Agreement, or (ii) further extended by mutual written agreement of the
parties.
2. Amendment
to Section 5.2.
The
third sentence of Section 5.2 of the Employment Agreement (which Section is
entitled “Termination Without Cause”) is hereby amended to read in its entirety
as follows:
“In
the
event of any such termination of Executive’s employment pursuant to this Section
5.2, the Company shall (a) continue to pay Executive (or in the case of his
death, his heirs) his base salary, at the rate in effect on the date of such
termination of employment, and (b) continue medical insurance coverage for
him (and for his dependents if they also were covered at the time of such
termination), on the terms in effect at the time of such termination, for a
period of twelve (12) months from the effective date of such termination of
employment (the “Severance Period”); provided,
however,
that if
Executive becomes eligible to obtain medical insurance coverage under a group
medical insurance program from another employer (“Alternative Health Insurance
Coverage”) prior to the end of the Severance Period, participation in the
Company’s medical insurance program by Executive and his dependents shall
thereupon automatically terminate.”
3. No
Other Changes.
The
Employment Agreement, as heretofore amended, shall remain in full force and
effect and, except as amended by this Agreement, as set forth in Sections 1
and
2 hereof, shall remain unchanged.
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4. Miscellaneous.
4.1 Construction.
This
Extension 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.
4.2 Entire
Agreement.
This
Extension 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 extension of the term of the Employment
Agreement.
4.3 Binding
on Successors.
Subject
to the provisions of Section 6.4 of the Employment Agreement (entitled “No
Assignment”), which provisions are incorporated herein by this reference, this
Extension Agreement shall be binding on the parties and their respective heirs,
legal representatives and successors and assigns.
4.4 Headings.
Section
and paragraph headings are for convenience of reference only and shall not
affect the meaning or have any bearing on the interpretation of any provision
of
this Second Amendment.
4.5 Severability.
If any
provision of this Extension Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions hereof shall not be affected or impaired in any way as a result
thereof.
4.6 Governing
Law.
This
Extension 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.
4.7 Counterparts.
This
Extension Agreement may be executed in any number of counterparts, and each
of
such signed counterparts, including any photocopies or facsimile copies thereof,
shall be deemed to be an original, but all of such counterparts shall constitute
one and the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Employment Agreement
Amendment as of the day and date first above written:
The
Company: COLLECTORS
UNIVERSE, INC.
By:
/s/
X. XXXXXXX XXXXX
X.
Xxxxxxx Xxxxx, Chairman
Executive:
/s/
XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
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