Exhibit 10-2 - Collectors Universe, Inc. 2006 Management Bonus Plan


    

      Exhibit
        10.2

      


      COLLECTORS
        UNIVERSE, INC.

      


      DESCRIPTION
        OF 2006 MANAGEMENT BONUS COMPENSATION PLAN

      


      1. Purposes
        and Administration of the Plan.

       

      1.1     Purpose.
        The
        primary purpose of the 2006 Management Bonus Compensation Plan (the
“2006
        Plan)
        of
        Collectors Universe, Inc. (the “Company”) is to provide meaningful incentives
        and financial awards to Participants in the 2006 Plan for making significant
        contributions to the achievement, by the Company, of financial and strategic
        goals and objectives for the fiscal year ending June 30, 2006 (“Fiscal
        2006”),
        that
        will promote the interests of the Company and its stockholders by making
        a
        substantial portion of each Participant’s compensation for Fiscal 2006 dependent
        on the Company’s achievement of those goals and objectives.

       

      1.2     Administration
        of the 2006 Plan.
        The
        2006 Plan shall be administered by the Compensation Committee of the Board
        of
        Directors of the Company (the “Committee”).
        The
        Committee shall have the authority to interpret and construe the 2006 Plan
        and
        to adopt all necessary rules and regulations for administering the 2006 Plan.
        All decisions and determinations of the Committee with respect to the 2006
        Plan
        shall be final and binding on and nonappealable by the Company and the
        Participants. 

       

      
        	 	
                2.

              	
                Plan
                  Participants.

              


      

       

      The
        Compensation Committee has designated the following executive officers of
        the
        Company as the participants in the 2006 Plan (the “Participants”):

       

      
        	
                Name

              	 	
                Position
                  with the Company

              
	 	 	 
	
                Michael
                  R. Haynes

              	 	
                Chief
                  Executive Officer

              
	 	 	 
	
                David
                  G. Hall

              	 	
                President

              
	 	 	 
	
                Joseph
                  J. Wallace

              	 	
                Chief
                  Financial Officer

              
	 	 	 
	
                Michael
                  J. Lewis

              	 	
                Senior
                  Vice President - Finance 

              


      

       

      3.     Performance
        Goals and Bonus Compensation Awards.
        

       

      3.1     Establishment
        of Performance Goals.
        The
        Compensation Committee will establish, in written form, for each Participant,
        performance goals for Fiscal 2006 that will be based on financial performance
        goals that have been established by the Board of Directors in the Company’s
        Fiscal 2006 Annual Operating Plan (“Corporate Goals”). Additionally, the
        Committee may establish individualized performance objectives (“MBOs”), the
        achievement of which, by a Participant, in the view of the Committee, is
        likely
        to enhance the Company’s financial performance in Fiscal 2006 or establish a
        foundation for increased profitability over the longer-term. The Committee
        also
        will establish, in written form (i) threshold Corporate Goals or MBOs,
        which are those that must be met before a Participant will earn any bonus
        compensation under the 2006 Plan, (ii) target performance goals, which will
        be based on one or more of the financial performance goals set forth in the
        2006
        Annual Operating Plan and may also include, in the case of any particular
        Participant, individualized MBOs, and (iii) maximum financial performance
        goals for the Company which substantially exceed the target performance goals
        established by the Committee and which, if achieved by the Company, will
        entitle
        the Participant to a maximum bonus award under the 2006 Plan. Corporate Goals
        may be established for quarterly periods within, or for the entirety of,
        Fiscal
        2006 (each, a “Measurement
        Period”).
        

       

      3.2     Fiscal
        2006 Performance Goals.
        The
        Financial Performance Goals for 2006 have been established on the basis of
        one
        or more of the following criteria: Fiscal 2006 quarterly or annual (i) net
        revenues, (ii) operating income, and (iii) pre-tax income.
        Individualized MBOs that have been established for a Participant consist
        of
        specific goals that the Committee believes would, if achieved, either improve
        the performance of Participant and thereby increase the likelihood that Fiscal
        2006 Corporate Financial Performance Goals or strategic objectives will be
        achieved or establish a foundation for increased Company profitability over
        the
        longer-term, or both. 

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      3.3     Bonus
        Compensation Awards.
        In
        conjunction with the adoption of the 2006 Plan, the Compensation Committee
        will
        determine the bonus compensation that may be awarded to each Participant
        under the 2006 Plan, expressed in dollar amounts or percentages of salary
        or by
        such other metric as the Committee may deem to be appropriate. Those bonus
        compensation amounts will be based on a number of factors, which may include
        a
        Participant’s (i) expected contribution to the Company’s Fiscal 2006 or
        longer term financial performance, (ii) position and level of
        responsibilities with the Company, (iii) salary level, and (iv) past
        individual performance. Schedule A hereto contains information regarding
        the
        bonus compensation awards that each Participant will have an opportunity
        to earn
        under the Fiscal 2006 Plan. 

       

      3.4     Determinations
        of Performance and Bonus Compensation Awards.
        

       

      (a) The
        Committee shall, in its sole and absolute discretion, determine the extent
        to
        which the 2006 performance goals have been attained. In the case of any
        quarterly financial performance goals, such determinations shall be made
        within
        thirty-five (35) days after the end of the fiscal quarter, or as soon as
        practicable thereafter, in accordance with the same generally accepted
        accounting principles that are used to prepare the Company’s quarterly financial
        statements that are filed with the Securities and Exchange Commission (the
        “SEC”)
        and
        may be based directly on the financial statements to be included in the
        Company’s Quarterly Report on Form 10-Q for the particular fiscal quarter for
        which such determinations are made.  In the case of annual financial
        performance goals, such determinations shall be made as soon as practicable
        after the end of Fiscal 2006, in accordance with the same generally accepted
        accounting principles that are used to prepare the Company’s annual financial
        statements that are filed with the SEC.

       

      (b) If
        the
        Committee determines that the quarterly or annual (as applicable) threshold
        performance goal established for a Participant was not achieved, then, that
        Participant shall not be entitled to receive any bonus compensation award
        for
        the applicable quarterly or annual Measurement Period under the 2006 Plan.
        If it
        is determined, instead, that the threshold performance goal was met or exceeded,
        then, subject to Section 4 below, the Participant shall become entitled to
        receive a bonus compensation award under this 2006 Plan in an amount which
        shall
        be determined based on the extent to which the threshold performance goal
        was
        exceeded and whether the applicable target performance goal was achieved
        or
        exceeded or the applicable maximum performance goal was achieved. Additionally,
        to be eligible to receive a bonus compensation award under this 2006 Plan
        for
        any Measurement Period, a Participant must, in the opinion of the Committee,
        have performed his MBOs in a satisfactory manner and must have been performing
        services for the Company as of the last day of that Measurement Period. The
        determination as to whether a Participant was performing services for the
        Company on the last day of any such Measurement Period also shall be made
        by the
        Committee, in its sole and absolute discretion. 

       

      3.5     Changes
        to Performance Goals.
        At any
        time prior to the end of Fiscal 2006, the Compensation Committee may adjust
        or
        change any of the Fiscal 2006 performance goals 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 of similar
        nature (each, an “Extraordinary
        Event”),
        but
        only if any such Extraordinary Event was not reasonably foreseeable at the
        time
        the performance goals then in effect under this Plan were established and
        would,
        in the sole opinion of the Committee (x) make it unlikely that such
        performance goals will be achieved or (y) result in the achievement of any
        performance goals that would not have been likely to be achieved in the absence
        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, shall not by themselves constitute Extraordinary
        Events
        that may be the basis of a change in performance goals and no change in
        performance goals shall be permitted to affect any bonus compensation award
        based on performance achieved during a Measurement Period that ended prior
        to
        the occurrence of any such Extraordinary Event.

       

      
        3.6     Payment
          of Benefits.
          Subject
          to Section 4 below, the Company shall pay any bonus compensation award
          earned by a Participant in cash, less applicable payroll and other withholdings,
          within thirty (30) days following the Committee’s determinations as set forth in
          Section 3.4 above. All payments made by check under the 2006 Plan shall
          be
          delivered in person or mailed to the last address of a Participant that
          is set
          forth in the records of the Company or shall be deposited to the Participant’s
          direct deposit account on file with the payroll department of the Company.
          Each
          Participant shall be responsible for furnishing the Company with the
          Participant’s current address and any changes that may occur therein and, if the
          Participant desires a bonus compensation award to be deposited in a direct
          deposit account, the information and authorization required to enable the
          Company to cause the award to be deposited into such account.

      

      
        


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        4.     Amendments
          to and Termination of 2006 Plan.
          Notwithstanding anything to the contrary that may be contained elsewhere
          in this
          Plan:

         

        4.1     Amendments
          to and Modifications of the 2006 Plan.
          The
          Committee shall have the sole, absolute and unconditional discretion to
          amend or
          modify the 2006 Plan at any time or from time to time with or without or
          without
          notice to the Participants. Without limiting the generality of the foregoing,
          no
          Participant shall have any legally binding right to receive any unpaid
          bonus
          award under this Plan prior to the date on which that bonus award is actually
          paid to the Participant and, accordingly, the Committee, in the exercise
          of its
          sole, absolute and unconditional discretion, at any time prior to the payment
          of
          any unpaid bonus award hereunder (i) may reduce the amount of such bonus
          award or (ii) may determine that no bonus award will be paid to the
          Participant under this Plan, whether or not the Participant has achieved
          or
          exceeded the performance goals or targets theretofore established by the
          Committee or has been notified of the pendency of an unpaid bonus award
          under
          this Plan. In no event, however, shall any amendment to the 2006 Plan affect
          any
          bonus awards that had previously been paid to any of the Participants under
          this
          Plan.

         

        4.2     Termination
          of the 2006 Plan.
          The
          Committee, in its sole, absolute and unconditional discretion, may
          (i) terminate this Plan at any time, with or without notice to the
          Participants, and (ii) determine that, as a result of such termination, no
          bonus awards under the Plan will be paid or that any unpaid bonus awards
          under
          the Plan shall be reduced; provided, however, that no such termination
          shall
          affect any bonus awards that were theretofore paid to any of the Participants
          under this Plan. 

      

       

       

      5.     Miscellaneous
        Provisions in the Plan

       

      5.1     No
        Enlargement of Employee Rights.
        Nothing
        in the 2006 Plan shall be construed to create or imply any contract of
        employment between any Participant and the Company, to confer upon any
        Participant any right to continue in the employ of the Company or to confer
        upon
        the Company any right to require any Participant’s continued employment.


       

      5.2     Rights
        Not Alienable.
        Any
        rights provided to a Participant under the 2006 Plan may not be assigned,
        transferred or alienated, except by will or pursuant to the laws of descent
        and
        distribution, and shall be earned only by and paid solely to or for the account
        of the Participant.

       

      5.3     Other
        Compensation Plans.
        The
        adoption of the 2006 Plan shall not affect any other compensation plans in
        effect for the Company, nor shall the 2006 Plan preclude the Company from
        establishing or awarding any other forms of compensation for employees, officers
        or directors of the Company, including the Participants.

       

      5.4     Governing
        Law.
        To the
        extent not preempted by federal law, the 2006 Plan shall be determined in
        accordance with the laws of the State of California.

       

      5.5     No
        Other Understandings or Agreements with respect to the 2006 Plan.
        This
        Plan document contains all of the terms and provisions of and all conditions
        applicable to the 2006 Plan, and supersedes any previous discussions,
        communications, understandings or agreements, written or oral, between the
        Company and any Participant with respect to the 2006 Plan as well as all
        prior
        actions that may have been taken by the Committee relating to the 2006 Plan.
        

       

      


       

      


       

       

    

     

     

     


    
      
        
           

        

        
        

      

      
        3

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      A

    


    DESCRIPTION
      OF FISCAL 2006 PERFORMANCE GOALS TARGET INCENTIVE
      AWARDS

    


    The
      Fiscal 2006 performance goals established for Michael R. Haynes, the Company’s
      CEO, Joseph J. Wallace, the Company’s CFO, and Michael J. Lewis, the Company’s
      Senior Vice President-Finance, are comprised of (i) overall Company net
      revenue and pre-tax earnings goals, and (ii) individualized performance
      goals (“MBOs”). The Fiscal 2006 performance goals established for David G. Hall,
      the Company’s President, who is responsible for the performance of the Company’s
      Collectibles Authentication and Grading Division, are the contributions made
      by
      that Division to the Company’s quarterly operating income in Fiscal 2006 (the
“Division Contributions”). Set forth below are the threshold, target and maximum
      bonus awards that each of them has the opportunity to receive under the
      2006 Plan based on the extent to which, if any, they are able to achieve or
      exceed any one or more of those goals.

    
 

    
      	 	 	
              Potential
                Bonus Awards 

              as
                a Percent of Annual Salary(1)

            	 	 
	
               

              Participants 

            	 	
               

              Threshold
                

              Award

            	 	
               

              Target
                

              Award

            	 	
               

              Maximum

              Award

            	 	 
	 	 	 	 	 	 	 	 	 
	
              Michael
                R. Haynes, CEO

            	 	 	
              25.0

            	
              %

            	 	
              50.0

            	
              %

            	 	
              150.0

            	
              %

            	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
              David
                G. Hall, President

            	 	 	
              N/A

            	 	 	
              50.0

            	
              %

            	 	
              50.0

            	
              
                
                  
                    %

                  

                

              

            	 (2)
	 	 	 	 	 	 	 	 	 	 	 	 
	
              Joseph
                J. Wallace, CFO

            	 	 	
              20.0

            	
              %

            	 	
              40.0

            	
              %

            	 	
              120.0

            	
              %

            	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
              Michael
                J. Lewis, Senior Vice President -- Finance

            	 	 	
              15.0

            	
              %

            	 	
              30.0

            	
              %

            	 	
              90.0

            	
              %

            	 


    

     

     

     

    
      	 	
              (1)

            	
              Bonus
                compensation will be pro-rated if the threshold or target performance
                goal
                is exceeded but the next higher performance goal is not achieved.
                

            


    

     

     

    
      	 	
              (2)

            	
              Mr.
                Hall’s target bonus is also the maximum bonus that Mr. Hall can earn under
                the 2006 Plan.