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SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE

Release Agreement

SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE | Document Parties: COLLECTORS UNIVERSE INC You are currently viewing:
This Release Agreement involves

COLLECTORS UNIVERSE INC

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Title: SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE
Date: 5/11/2009
Industry: Business Services     Sector: Services

SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE, Parties: collectors universe inc
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Exhibit 10.99

 

 

SEPARATION AGREEMENT AND MUTUAL GENERAL RELEASE

 

This Separation Agreement and Mutual General Release (this “Agreement”) is entered into as of this 16th day of March 2009 by Michael R. Haynes and Collectors Universe, Inc., a Delaware corporation.

 

In consideration of the respective covenants and agreements of each party to the other contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledges, Michael R. Haynes, for himself, his heirs, successors and assigns (hereinafter collectively referred to as the “Executive”) and Collectors Universe, Inc. (the “Company”), on behalf of itself and on behalf and for the benefit of its subsidiaries and otherwise related entities, and its and their past, present and future officers, directors, shareholders, executives, managers, supervisors, employees, agents, indemnitees, insurers, attorneys, legal representatives, successors, heirs, and assigns (collectively, “Company Affiliates”), hereby agree to the following:

 

1.      Executive hereby resigns (i) as the Company’s Chief Executive Officer (“CEO”) and from all positions he may hold, whether as a member of the board of directors or officer or employee, with any Company Affiliates (including any subsidiaries of the Company) effective March 16, 2009 (the “Officer Resignation Date”) and (ii) from his employment with the Company as of the close of business on March 31, 2009 (the “Employment Resignation Date”).  Pursuant to that resignation, and effective on the Officer Resignation Date, the Executive will relinquish his title as Chief Executive Officer of and any other titles he may have held with the Company, as well as any titles he may have held with any Company Affiliates.

 

2.      Executive represents and warrants and agrees that he has received all compensation owed to him by the Company through his Resignation Date, including any and all wages, bonuses, commissions, incentive compensation, car allowances, earned but unused vacation, stock, stock options, reimbursable business expenses, and any other payments, benefits, or other compensation of any kind to which he was entitled from the Company, excepting only the consideration provided for herein.

 

3.      Executive further acknowledges that the compensation and benefits provided to him in this Agreement are in place of the compensation and benefits provided to him in Sections 3, 4 and 5 of the Employment Agreement (“Employment Agreement”), dated January 1, 2003, and Section 2 of the Employment Agreement Amendment (“Amended Agreement”), dated September 19, 2006, and that this Separation Agreement supersedes the Employment Agreement and Amended Agreement and all other amendments to the Employment Agreement, with the sole exception that the Employee Confidentiality Agreement and Assignment of Rights (collectively, the “Intellectual Property Rights Agreements”), entered into by him with and for the benefit of the Company in substantially the forms attached as Exhibit A and Exhibit B, respectively, to such Employment Agreement, will remain in full force and effect according to their respective terms and Executive agrees to comply with all of his covenants, agreements and obligations under those Intellectual Property Rights Agreements.

 

4.      In lieu of the compensation and benefits provided to Executive in the Employment Agreement and the Amended Agreement, and in reliance on Executive’s promises, representations, and releases contained in this Agreement, within ten (10) business days after the Company’s receipt of this Agreement signed without change by Executive, and in consideration therefore, and assuming Executive does not revoke this Agreement within the seven (7) calendar days Rescission Period referenced in the Older Workers’ Benefit Protection Act provision that is the subject matter of Section 10 below, the Company will:

 

 

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(a)           To make payments to Executive in an amount totaling Two Hundred Ninety-Eight Thousand Dollars ($298,000), less tax and other legally required withholdings, in installments at the times and in the amounts as set forth on Exhibit A hereto (the Salary Continuation Benefit”).

 

(b)           Upon Executive’s timely election of continuation coverage under COBRA, for the period hereinafter specified (the “Insurance Continuation Period”), the Company will pay one hundred percent (100%) of the Executive’s COBRA premiums for the medical insurance coverage as in effect on March 1, 2009 for the entire Insurance Continuation Period.  For purposes of this Agreement, the term “Insurance Continuation Period” shall mean the shorter of (i) the period Executive remains eligible for COBRA arising from his separation from the Company, or (ii) the date that is eighteen (18) months after the Employment Resignation Date, provided , however , that if, prior to the end of the Insurance Continuation Period, Executive obtains other employment which makes health insurance available to him, the Company’s obligation to pay such COBRA premiums shall thereupon cease.

 

(c)           Pay the fees and expenses, not to exceed thirty thousand dollars ($30,000), for executive outplacement services to be provided to Executive by an agency approved by the Company.  Such fees and expenses shall be paid directly to such agency; and if, within [twenty-four (24)] months after the Employment Resignation Date, Executive incurs and pays any documented out-of-pocket costs or expenses (other than legal fees and disbursements and income taxes) directly in connection with the transactions contemplated by this Agreement, the Company shall reimburse Executive in respect thereof in an amount equal to fifty percent (50%) of such out-of-pocket expenses, but in no event more than twenty thousand dollars ($20,000) in the aggregate.

 

5.      The Indemnification Agreement entered into by the Company for the benefit of Executive on his becoming the Company’s CEO shall remain in full force and effect and unchanged, and notwithstanding any provision to the contrary that may be contained elsewhere herein, Executive’s rights and the Company’s obligations thereunder shall not be released or relinquished by reason of this Agreement.

 

6.      Executive represents to the Company that he is signing this Separation Agreement voluntarily and with a full understanding of and his agreement with its terms for the purpose of receiving the additional consideration from the Company beyond that which is owed to him.

 

7.      Executive warrants and represents that in the exercise of Executive’s duties for the Company and its subsidiaries, he has not engaged in any conduct that would have entitled the Company to terminate his employment for Cause (as such term is defined in the Employment Agreement).  Executive understands that the Company is relying on this representation and warranty in entering into this Separation Agreement, without which the Company would not agree to the terms contained herein.

 

8.      In exchange for the consideration to be received each party from the other hereunder, except as otherwise provided in Sections 11 and 12 below, the Company and Executive each covenants and agrees to waive and release (i) all claims and causes of action and all rights of any kind or nature whatsoever that such party (hereinafter, the “Releasing Party”) has, may have or might otherwise have had against the other party (the “Released Party”), and (ii) all obligations that the Released Party has, may have or might otherwise have had to the Releasing Party (hereinafter, collectively, the “Released Claims and Obligations”), whether such Released Claims and Obligations are fixed or contingent, known and unknown, or suspected or unsuspected, arising at anytime prior to the date this Separation Agreement is fully executed.  In the case of Executive, as the Releasing Party hereunder, the Released Claims and Obligations shall include, without limitation, all claims and causes of action and rights that Executive has, may have or might otherwise have against the Company and all obligations that the Company has, may have or might otherwise have to Executive arising out of or in connection with any aspect of Executive’s employment, compensation, performance, acts taken while employed by the Company, the cessation of Employee’s employment with the Company, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, 42 U.S.C. section 1981, the Fair Labor Standards Acts, the WARN Act, the California Fair Employment and Housing Act, California Government Code section 12900, et seq. , all other state anti-discrimination statutes, labor laws, and wage and hours laws, the Unruh Civil Rights Act, California Civil Code Section 51, all provisions of the California Labor Code, the Employee Retirement Income Security Act, 29 U.S.C. Section 1001, et seq. , and any other federal, state or local law, regulation or ordinance or public policy, contract, tort or property law theory, or any other cause of action whatsoever that arose on or before the date this Agreement is fully executed.  For purposes of this Section 8 and Section 9 below, in the Company’s case, the term “Released Party” shall mean and include not only the Company but also all of the Company Affiliates (as hereinabove defined).  Each party, as a Releasing Party, represents and warrants that such party has not assigned or otherwise transferred, either in whole or in part, to any person or entity any Claims such Releasing Party had, has or may have or any Obligations of the other party which are being released hereunder by such Releasing Party.

 

 

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9.      It is further understood and agreed that, subject to the exceptions set forth in Sections 11 and 12 below, as a condition to the effectiveness of this Separation Agreement, all rights under Section 1542 of the Civil Code of the State of


 
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