Exhibit 10.1
 Spectrum Group International, Inc.
 
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(1)
    
    Mr. Roberts neglect or failure or refusal to perform his
duties under this Agreement (other than as a result of total or partial
incapacity or disability due to physical or mental illness);(2)
    
    any intentional act by or omission of Mr. Roberts that
materially injures the reputation or business of the Company or any of its
affiliates, or his own reputation;
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(3)
    
    Mr. Roberts conviction (including conviction on a nolo
contendereplea) of a felony or any crime involving, in the good faith
judgment of the Company, fraud, dishonesty or moral turpitude;(4)
    
    the breach of an obligation set forth in Section 6;(5)
    
    any other material breach of this Agreement; or(6)
    
    any material violation of the Companys Code of Ethics, as
may be amended from time to time (the Code of Ethics).
    (1)
    
    The Company decreases or fails to pay Mr. Roberts Base
Salary or Performance Bonus or the benefits provided in Section 3;(2)
    
    Mr. Roberts no longer holds the offices as both President and
Chief Executive Officer of the Company, or no longer is a member of the Board
of Directors, or his functions and/or duties under Section 2(a) are materially
diminished; and(3)
    
    Mr. Roberts job site is relocated to a location which is
more than thirty (30) miles from the current location, unless the parties
mutually agree to relocate more than thirty (30) miles from the current
location.
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(1)
    
    any accrued but unpaid Base Salary for services rendered to the
date of termination;(2)
    
    the Performance Bonus, if any, not yet paid for any fiscal year
ending prior to the date of termination of Mr. Roberts employment, payable as
and when such Performance Bonus would have been paid had Mr. Roberts employment
continued;(3)
    
    any incurred but unreimbursed expenses required to be reimbursed
pursuant to Section 3(d) or 3(f);(4)
    
    any vacation accrued and unused to the date of termination;(5)
    
    payment of a pro rata (based on the number of days during the
year of termination that Mr. Roberts was employed) portion of the Performance
Bonus, if any, for the fiscal year in which Mr. Roberts employment terminated
(payable as and when such bonus would have been paid had Mr. Roberts employment
continued).; and(6)
    
    payment of a lump sum severance payment equal to the greater of
$1,200,000 or 75% of Annualized Pay. For this purpose, Annualized Pay is
calculated as one-third of the sum of the salary payments during the 36 months
preceding termination plus Performance Bonuses paid for the preceding three
completed fiscal years (treating any Performance Bonus payable under clause (2)
above as paid). The severance payment shall be reduced by the amount of any
proceeds paid to Mr. Roberts or his estate, as the case may be, from any
disability or life insurance policy maintained by the Company for the benefit of
Mr. Roberts.
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(1)
    
    any accrued but unpaid Base Salary for services rendered to the
date of termination;(2)
    
    the Performance Bonus, if any, not yet paid for any fiscal year
ending prior to the date of termination of Mr. Roberts employment, payable as
and when such Performance Bonus would have been paid had Mr. Roberts employment
continued;(3)
    
    any incurred but unreimbursed expenses required to be reimbursed
pursuant to Section 3(d) or 3(f); and(4)
    
    any vacation accrued and unused to the date of termination.
  (1)
    
    any accrued but unpaid Base Salary for services rendered to the
date of termination;(2)
    
    the Performance Bonus, if any, not yet paid for any fiscal year
ending prior to the date of termination of Mr. Roberts employment, payable as
and when such Performance Bonus would have been paid had Mr. Roberts employment
continued;(3)
    
    any incurred but unreimbursed expenses required to be reimbursed
pursuant to Section 3(d) or 3(f);(4)
    
    any vacation accrued and unused to the date of termination;(5)
    
    payment of a pro rata (based on the number of days during the
year of termination that Mr. Roberts was employed) portion of the Performance
Bonus, if any, for the fiscal year in which Mr. Roberts employment terminated
(payable as and when such bonus would have been paid had Mr. Roberts employment
continued); and(6)
    
    payment of a lump sum severance payment equal to the greater of
$1,200,000 or 75% of Annualized Pay.
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(1)
    
    In the event that Mr. Roberts becomes entitled to any
benefits or payments in the nature of compensation (within the meaning of
Section 280G(b)(2) of the Code) under this Agreement, or any other plan,
arrangement, or agreement with the Company or a subsidiary (the Payments),
and such Payments will be subject to the tax (the Excise Tax) imposed by
Section 4999 of the Code (or any similar tax that may hereafter be imposed) in
connection with a change in control, then, subject to reasonable notification
to Mr. Roberts and, if he so requests, discussions with his advisors, the
Payments under this Agreement shall be reduced (but not below zero) to the
Reduced Amount (as defined below), if reducing the Payments under this
Agreement will provide Mr. Roberts with a greater net after-tax amount than
would be the case if no such reduction were made. The Reduced Amount shall
be an amount expressed in present value which maximizes the aggregate present
value of the Payments without causing any Payment to be subject to the Excise
Tax, determined in accordance with Section 280G(d)(4) of the Code. Only
amounts payable under this Agreement shall be reduced pursuant to this Section
5(g). Payments payable in cash and having the lowest denominated value
relative to the valuation of such Payments as parachute payments shall be
reduced first.(2)
    
    In determining the potential impact of the Excise Tax, the
Company may rely on any advice it deems appropriate including, but not limited
to, the advice of its independent accounting firm, legal advisors and
compensation consultants. For purposes of determining whether any of the
Payments will be subject to the Excise Tax and the amount of such Excise Tax,
the Company may take into account any relevant guidance under the Code and the
regulations promulgated thereunder, including, but not limited to, the
following:
 (A)
    
    The amount of the Payments which shall be treated as
subject to the Excise Tax shall be equal to the amount of excess parachute
payments within the meaning of Section 280G(b)(1) of the Code, as
determined by the Companys independent accounting firm or other advisor;(B)
    
    The value of any non-cash benefits or any deferred or
accumulated payment or benefit shall be determined by the Companys
independent accounting firm or other advisors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code; and
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(C)
    
    The value of any non-competition covenants contained
in this Agreement or other agreement between Mr. Roberts and the Company
or an affiliate shall be taken into account to reduce parachute payments
to the maximum extent allowable under Section 280G of the Code.
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Cooperation With Regard to Litigation
 Non-Disparagement
 Release of Employment Claims
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SPECTRUM GROUP INTERNATIONAL, INC.By:
    /s/ Carol \MeltzerName:
    Carol MeltzerTitle:   Executive Vice President

and General Counsel 52




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/s/ Gregory N. RobertsGREGORY N. ROBERTS 53




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EXHIBIT A
 Spectrum Group International, Inc.
 Performance Bonus for Chief Executive Officer
    s
    
    12% of Pre-Tax Profits up to $8 million of Pre-Tax Profits; pluss
    
    15% of Pre-Tax Profits in excess of $8 million, up to $10 million of
Pre-Tax Profits; pluss
    
    18% of Pre-Tax Profits in excess of $10 million of Pre-Tax Profits.
   s
    
    The positive or negative effects of income taxes (in accordance with GAAP)
shall be eliminated from net income in determining Pre-Tax Profits.s
    
    The positive or negative effects of foreign currency exchange shall be
eliminated from net income in determining Pre-Tax Profits.
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s
    
    Expenses incurred in connection with litigation relating to Afinsa and its
affiliates and litigation relating to Messrs. Manning and Crawford, including
in connection with any settlement, shall be eliminated from net income in
determining Pre-Tax Profits.s
    
    Except for the above items, no adjustment shall be made to Pre-Tax Income;
thus, for clarity, other extraordinary expenses and bonus compensation
accruals shall remain included in net income and minority interests shall
remain excluded from net income in determining Pre-Tax Profits.
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EXHIBIT B
 [Form of Restricted Stock Unit Agreement]
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EXHIBIT C
 RELEASE
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Name:Signature:
    
    Date:Received by:
    
    Date:
  58