EXHIBIT 10.1
Spectrum Group International, Inc.
Amendment to Employment Agreement
This Amendment to Employment Agreement (the "Agreement"), entered into
on December 22, 2009 and effective as of July 1, 2009 (or as otherwise
indicated) (the "Amendment Date"), is between Spectrum Group International, Inc.
and XXXXXXX X. XXXXXXX, an individual ("Xx. Xxxxxxx").
WHEREAS, the Company and Xx. Xxxxxxx are parties to an Employment
Agreement, dated December 28, 2007 and amended as of August 11, 2008 (the
"Existing Agreement"), pursuant to which Xx. Xxxxxxx has been employed by the
Company as its President and Chief Executive Officer and as Chief Executive
Officer of the Company's Coin Division and Chief Executive Officer of the
Company's Trading Division;
WHEREAS, the parties desire to amend the Existing Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Effective as of the Amendment Date, Section 3(a) is amended to read
as follows:
The Company shall pay Xx. Xxxxxxx a salary of $500,000 per annum (that
salary, the "Base Salary"). Payment of the Base Salary will be in
accordance with Spectrum's standard payroll practices and subject to
all legally required or customary withholdings.
2. Effective as of the Amendment Date, Section 3(b) is amended to add
the following sentence as new text at the end of the current provision:
The foregoing provisions notwithstanding, the Company and Xx. Xxxxxxx
agree that, for fiscal year 2010, the Performance Bonus will be based
on the individual and Company-wide and division-wide performance goals
and corresponding payout levels established by the Company's
Compensation Committee on October 23, 2009, which Performance Bonus, to
the extent earned and paid, will satisfy all of the Company's
obligations under the first three sentences of this Section 3(b). The
terms of such fiscal year 2010 Performance Bonus are attached to this
Amendment as Attachment A.
3. Section 5 is amended to add the following as a new subsection (f) at
the end of the current provision:
(f) This Agreement is subject to the Company's "Special Rules for
Compliance with Code Section 409A Applicable to Employment Agreements,"
effective as of December 31, 2008. In furtherance of the requirements
of Code Section 409A, it is understood and agreed that:
(i) If the Performance Bonus were deemed to be a deferral of
compensation under Code Section 409A (rather than a short-term
deferral qualifying under Treasury Regulation ss.
1.409A-1(b)(4)), the election permitted under Section 5(a)(5)
to receive a pro rata portion of 50% of the previous year's
Performance Bonus under clause (ii) of Section 5(a)(5) cannot
accelerate the payment date that otherwise would apply under
clause (i) of Section 5(a)(5) (except to the limited extent
permitted under Code Section 409A).
(ii) If Xx. Xxxxxxx enters into a new employment or consulting
arrangement entered into with the Company following a Change
in Control, as referred to in the final paragraph of Section
5(c), such new arrangement shall not affect the timing or
amounts payable under Section 5(c), but rather the parties
will reduce the amounts payable under the new arrangement by
taking into account the payments under Section 5(c).
4. Xx. Xxxxxxx shall be subject to the Company's Policy on the
Recoupment of Executive Compensation, as approved by the Compensation Committee
on October 23, 2009. The terms of such Policy on the Recoupment of Executive
Compensation are attached to this Amendment as Attachment B.
5. This amendment is governed by the laws of the State of California,
without giving effect to principles of conflict of laws.
6. Except as specifically amended hereby, the Existing Agreement shall
remain in full force and effect in accordance with its terms. This Agreement
shall not constitute an amendment to or modification of any other agreement
between the parties hereto. Capitalized terms used herein and not otherwise
defined will have their meanings as set forth in the Original Agreement.
Spectrum Group International, Inc.
/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx,
General Counsel, Chief Administrative
Officer and Executive Vice President
/s/ Xxxxxxx X. Xxxxxxx
XXXXXXX X. XXXXXXX
2
Attachment A
[Omitted]
3
Attachment B
Spectrum Group International Policy on Recoupment of Executive Compensation
The Board shall, in all appropriate circumstances, require reimbursement of any
annual incentive payment or long-term incentive payment to a named executive
officer where: (1) the payment was predicated upon achieving certain financial
results that were subsequently the subject of a substantial restatement of the
Company's consolidated financial statements; (ii) the amount of incentive
compensation was calculated based upon the achievement of financial results that
were subsequently reduced due to the restatement, and (iii) the amount of
incentive compensation that would have been awarded to the executive had the
financial results been properly reported would have been materially lower than
the amount actually awarded. This policy shall apply to all awards made on or
after the effective date of this policy, which is October 23, 2009.
4
