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FISCAL 2010 MANAGEMENT INCENTIVE PLAN

Equity Incentive Plan Agreement

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COLLECTORS UNIVERSE INC

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Title: FISCAL 2010 MANAGEMENT INCENTIVE PLAN
Governing Law: California     Date: 9/4/2009
Industry: Business Services     Sector: Services

FISCAL 2010 MANAGEMENT INCENTIVE PLAN, Parties: collectors universe inc
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Exhibit 10.43

 

COLLECTORS UNIVERSE, INC.

 

FISCAL 2010 MANAGEMENT INCENTIVE PLAN

 

This FISCAL 2010 MANAGEMENT INCENTIVE PLAN (the “2010 Management Incentive Plan” or the “2010 Incentive Plan”) of Collectors Universe, Inc, a Delaware corporation (the “Company”) is hereby adopted and approved as of June 1, 2009, with reference to the following:

 

A.           WHEREAS, in 2006 the Company’s Board of Directors adopted and its stockholders approved the Company’s 2006 Equity Incentive Plan (the “ 2006 Equity Plan ” or the “ 2006 Plan ”), which provides for the granting of options to purchase Common Stock, Restricted Stock Awards, Stock Appreciation Rights and Restricted Stock Units (as defined in the 2006 Plan) to officers and other key employees and directors of the Company or its Affiliates (as defined in Section 2.1 of the 2006 Equity Plan); and

 

B.           WHEREAS, the Compensation Committee of the Board has determined that it is advisable and in the best interests of the Company and its stockholders that this 2010 Management Incentive Plan be approved and implemented to provide for the grant of Restricted Stock Awards, in accordance with the 2006 Equity Plan and the terms and provisions of this 2010 Management Incentive Plan, to the Company’s three (3) executive officers: Michael J. McConnell, its CEO, David G. Hall, its President, and Joseph J. Wallace, its CFO (collectively, the “ Participants ” and each a “ Participant ”).

 

1.            Purposes and Administration of the 2010 Incentive Plan .

 

1.1            Purposes of the Plan .  This 2010 Management Incentive Plan has been adopted in place of a cash-based annual management incentive plan of the types adopted by the Compensation Committee in previous years, primarily for the following purposes: (i) to establish incentives that will focus management on achieving a turn-around in the Company’s financial performance in fiscal 2010, as well as providing incentives for them to remain in the Company’s employ thereafter, (ii) to reduce the maximum compensation that the Participants can earn in fiscal 2010, as compared to fiscal years 2009 and 2008, and (iii) to reduce cash outflows in fiscal 2010 by paying such incentive compensation, if earned, in Restricted Shares rather than cash.

 

1.2            Administration of the 2010 Incentive Plan .  This 2010 Incentive Plan will be administered by the Compensation Committee, which shall have the authority to interpret and construe, and to adopt all necessary rules and regulations for administering, this Plan.  All decisions and determinations of the Committee with respect to this 2010 Incentive Plan shall be final and binding on and nonappealable by the Company and the Participants.

 

2.            Definitions .  Unless otherwise defined elsewhere in this 2010 Incentive Plan, the following terms shall have the respective meanings given to them below in this Section 2.

 

Board ” means the Board of Directors of the Company.

 

CEO ” means the Company’s Chief Executive Officer.

 

CFO ” means the Company’s Chief Financial Officer.

 

Code ” means the Internal Revenue Code of 1986, as heretofore amended and as may be amended hereafter, and the regulations promulgated thereunder.

 

Compensation Committee ” or “ Committee ” means the Compensation Committee of the Board.  The Committee has, for purposes of Section 162(m) of the Code, been designated by the Board as a compensation committee with the authority set forth in Section 1.2 hereof and elsewhere in this Plan and is comprised of three or more directors, all of whom are outside directors within the meaning of Section 162(m) of the Code.

 

 

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Common Stock ” shall mean the Company’s common stock, par value $.001 per share, as the same may be changed hereafter as a result of any recapitalization of the Company’s authorized or outstanding common stock or any amendment to the Company’s Certificate of Incorporation.

 

 

Company ” shall mean Collectors Universe, Inc., a Delaware corporation, and any successor thereto.

 

 

Consultant ” shall mean any natural person who, in a capacity other than as an employee or Outside Director (as defined in the 2006 Equity Plan), renders bona fide advisory or consulting services to the Company or any of its Affiliates pursuant to a contract entered into directly with the Company or any such Affiliate, provided , that the services so rendered are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

 

Continuous Service with the Company ” shall mean (i) employment by the Company or an Affiliate thereof, (ii) service as a member of the Board of the Company or of any Parent thereof, or (iii) service in the capacity of a Consultant to the Company or any Affiliate thereof, which service is uninterrupted except by reason of an Excused Absence (as hereinafter defined).  For purposes of this Agreement, a cessation or termination of a Participant’s Continuous Service with the Company shall be deemed to have occurred if such Participant ceases to provide services to the Company and its Affiliates in at least one of the three capacities set forth above for any reason other than an Excused Absence.  Notwithstanding the foregoing, however, a termination or cessation of Continuous Service of a Participant shall not be deemed to have occurred if, within not more than ten (10) days following the termination or cessation of his Continuous Services service with the Company or any Affiliate in any one of the three capacities set forth above, Participant continues or commences the provision of service to the Company or any Affiliate in any of the other capacities specified above.  For purposes hereof, each of the following shall constitute an “ Excused Absence ”: (x) vacations, (y) illnesses (other than permanent disability, as defined in Section 22(e)(3) of the Code), and (z) leaves of absence that have been approved in writing by the Company or any Affiliate for which a Participant is providing services.

 

“Dutch Auction Tender Offer ” shall mean that certain tender offer by the Company for the repurchase from its stockholders of up to 1,750,000 shares of its Common Stock at a price per share of not less than $5.00 and not greater than $5.40, which is to be publicly announced and to be commenced on June 2, 2010 (the “ Commencement Date ”).

 

Fiscal 2010 ” means the Company’s fiscal year ending June 30, 2010.

 

Fiscal 2010 COI ” means the consolidated continuing operating income of the Company and its consolidated subsidiaries in Fiscal 2010, determined in accordance with the same generally accepted accounting principles that are applied by the Company’s independent registered public accountants in their audit of the consolidated financial statements of the Company and its Subsidiaries for Fiscal 2010 (the “ 2010 Financial Statements ”), except that there shall be excluded from the computation of such consolidated operating income (i) all non-cash stock-based compensation costs, and (ii) all non-cash impairment charges, if any, recognized in the Company’s 2010 Financial Statements.

 

                                The terms “ herein ”, “ hereof ”, “ hereto ”, “ hereinafter ”, “ hereunder ” and “ hereinafter ” and any similar terms shall refer to this Plan as a whole and not to the Section, paragraph or clause where any such term appears, unless the context clearly indicates otherwise.

 

The terms “ including ” and “ include ” mean “including but not limited to” or “includes without limitation”.

 

The term “ Market Value ” shall mean:

 

(a)           the average of the closing sale prices per share of Common Stock during the applicable Measurement Period ( as hereinafter defined) on the Nasdaq Stock Market or the principal stock exchange (as the case may be) on which the Common Stock is then listed or admitted to trading, if the Company’s Common Stock during that Measurement Period is listed or admitted to trading on the Nasdaq Stock Market or a stock exchange which reports closing sale prices, provided , that if no closing sale price is quoted on any day during that Measurement Period, then the Market Value for such day shall be the closing sale price per share of the Common Stock on the Nasdaq Stock Market or such principal stock exchange (as the case may be) on the next succeeding day for which a closing sale price is reported;

 

 

 

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                                (b)           the average of the closing bid and asked prices per share of the Common Stock in the over-the-counter market during the applicable Measurement Period, if the Company’s Common Stock is not then listed or admitted to trading on the Nasdaq Stock Market or a stock exchange which reports closing sale prices; or

 

(c)           if neither paragraph (a) nor (b) above is applicable during the Measurement Period, then the Market Value shall be determined by the Committee in good faith using any reasonable method of evaluation, which determination shall be conclusive and binding on all interested and affected parties.

 

Measurement Period ” shall mean whichever of the following periods is of longer duration: (i) the period commencing (10) trading days preceding the Commencement Date of the Dutch Auction Tender Offer, or (ii) the forty (40) trading days immediately preceding the date as of which the Restricted Shares are awarded to the Participants under this 2010 Plan.

 

Permitted Assign ” shall mean any Person to whom a Participant has transferred or assigned any of his Restricted Shares, or any right thereto or interest therein, as and to the extent permitted by the 2006 Equity Plan or the Restricted Stock Agreement evidencing the award hereunder of his Restricted Shares.

 

Person ” means any natural person, corporation, limited liability company, general or limited partnership, joint venture, trust, estate or any other lawfully organized and existing entity.

 

Plan Performance Goal ” means Fiscal 2010 COI in an amount at least equal to ninety percent (90%) of the Company’s Fiscal 2010 COI as set forth in the Company’s Annual Operating Plan for Fiscal 2010 as approved by the Company’s Board of Directors at its meeting on May 21, 2009.  Notwithstanding the foregoing, however, at any time prior to the end of Fiscal 2010, the Compensation Committee may adjust or change the Plan Performance Goal to reflect the occurrence of (i) any extraordinary event, (ii) any material corporate transactions, (iii) any material changes in corporate capitalization, accounting rules or principles or in the Company’s methods of accounting, (iv) any material changes in applicable law, or (v) any other material change or event of similar nature (each, an “ Extraordinary Event ”), but only if any such Extraordinary Event was not reasonably foreseeable at the time the Plan Performance Goal then in effect under this 2010 Incentive Plan had been established and would, in the sole opinion of the Committee (x) make it unlikely that Plan Performance Goal will be achieved or (y) make it likely that the Plan Performance Goal would be achieved solely by reason of occurrence of such Extraordinary Event.  Notwithstanding the foregoing, however, the occurrence of changes in the competitive environment or changes in economic or market conditions in the Company’s markets, whether or not expected or reasonably foreseeable,


 
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