8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2013

COLLECTORS UNIVERSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-27887	33-0846191
(State or other jurisdiction  of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1921 E. Alton Avenue, Santa Ana, California	92705
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 567-1234

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)     Compensatory Arrangements of Certain Officers

Adoption of Fiscal 2014 Cash Incentive Plan. On December 9, 2013, the Compensation Committee of the Board of Directors of Collectors Universe, Inc. adopted a cash incentive plan for Robert G. Deuster and Joseph J. Wallace, the Company’s Chief Executive Officer and Chief Financial Officer, respectively, for the fiscal year ending June 30, 2014 (the “2014 Incentive Plan” or the “Plan”).

Description of the 2014 Incentive Plan. Set forth below is a summary description of the 2014 Incentive Plan, which is not intended to be complete and is qualified in its entirety by reference to the Incentive Plan, a copy of which is attached as Exhibit 99.1 to and incorporated into this Current Report on Form 8-K.

Purpose of the Incentive Plan. The primary purpose of the 2014 Incentive Plan is to further the interests of the Company and its stockholders by (i) providing meaningful incentives and financial awards to Plan Participants for making significant contributions to the achievement, by the Company, of specified financial performance goals in Fiscal 2014, and (ii) making a substantial portion of each Participant’s compensation for Fiscal 2014 dependent on the Company’s achievement of those goals.

Administration of the Incentive Plan. The Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”), which will have the authority to designate the executive officers of the Company that will participate in and have opportunities to earn cash incentive awards under the Plan (the “Participants”), to interpret and construe, and to adopt all necessary rules and regulations for administering, the Plan and to determine whether and the extent to which incentive awards have been earned by the Participants under that Plan. All decisions and determinations of the Committee with respect to the 2014 Incentive Plan will be final and binding on and non-appealable by the Company and the Participants.

Establishment of Corporate Financial and Individualized Performance Goals. The Plan provides for the establishment by the Committee of incentive award opportunities for each Participant based on the extent to which, if any, (i) one or more corporate financial goals (“Corporate Financial Goals”) for Fiscal 2014 are achieved or exceeded by the Company, and (ii) individual or personal performance objectives (“MBOs”) are achieved or exceeded by each Plan Participant, in each case as determined by the Committee.

Determination of Incentive Awards Earned by Participants. By no later than 60 days after the end of Fiscal 2014, the Committee is to determine (i) whether and to what extent any of the Corporate Financial Goals has been achieved or exceeded by the Company, (ii) whether or to what extent each Participant has achieved his individual MBOs, and (iii) the amounts of the incentive awards, if any, that each Participant has earned under the Plan.

Payment of Incentive Awards. The Plan provides that, if and to the extent earned, incentive awards are to be paid within 30 days after the Committee has determined that such an award has been earned by a Participant under the Plan, but in no event later than the ninetieth (90th) day after the end of Fiscal 2014. In certain instances the Committee may authorize the Company to make partial payments of an incentive award to a Participant prior to the end of fiscal 2014, if the Committee determines that the Company has achieved a Corporate Financial Goal or the Participant has achieved some of his MBOs prior to the end of the year. On the other hand, payment of Incentive Awards may be deferred if and to the extent it is deemed to be necessary to comply with Section 409A of the Internal Revenue Code.

Amendments to or Termination of the 2014 Incentive Plan. The 2014 Incentive Plan may be amended or terminated at any time by the Compensation Committee; except that no amendment or any termination of the Plan may affect the right of a Participant to retain any incentive award previously paid to him under the Plan.

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Corporate Financial Goals and Incentive Award Opportunities under the Plan.

Following the adoption of the 2014 Incentive Plan, the Committee made the following determinations under that Plan:

Corporate Financial Goals and Incentive Award Opportunities. The Compensation Committee has established, under the 2014 Incentive Plan, Threshold and Target Financial Performance Goals, the achievement of which will depend on the Company’s operating income (before non-cash stock based compensation expense) in Fiscal 2014. If the Company fails to achieve at least the Threshold Performance Goal, no cash awards will be earned or paid under the 2014 Incentive Plan based on the Company’s financial performance in 2014. However, a Participant may still earn a partial incentive award if he achieves any of his MBOs.

The following table sets forth the respective Threshold and Target incentive award opportunities under the 2014 Incentive Plan for each of Messrs. Deuster and Wallace, in each case expressed as a percentage of their respective annual base salaries for fiscal 2014:

	Award Opportunities as a Percentage of Annual Salary(1)
Plan Participants	Threshold Award(1)(2)			Target Award(1)(2)
Robert G. Deuster, CEO		25.0	%		50.0	%
Joseph J. Wallace, CFO		20.0	%		40.0	%
_______________

(1) Assumes, respectively, that the Threshold and Target operating income goal is achieved and at least some or all of the MBOs are achieved.

(2) Incentive awards will be pro-rated if the Threshold Financial Goal is exceeded but the Target Goal is not achieved.

No maximum incentive award opportunity has been established by the Compensation Committee. Instead, if the Target Performance Goal is exceeded, the Compensation Committee will determine whether, and the extent to which, if any, it will approve an increase in each Participant’s incentive award above the Target Performance Award.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its 2013 Annual Stockholders’ Meeting (the “Annual Meeting”) on December 9, 2013. The proposals voted on by stockholders at the Annual Meeting consisted of (i) the election of eight persons to the Company’s Board of Directors to serve for a term of one year and until their successors are elected (Proposal No. 1); (ii) approval, by non-binding advisory vote, of the compensation paid by the Company to its Named Executive Officers for its fiscal year ended June 30, 2013 (Proposal No. 2); (iii) approval of the Company’s 2013 Equity Incentive Plan (Proposal No. 3); and (iv) ratification of the appointment of Grant Thornton, LLP as the Company’s independent registered public accountants for the fiscal year ending June 30, 2014 (Proposal No. 4).

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1.     Election of Directors (Proposal No. 1). The eight candidates named below, all of whom were nominated by the Company’s Board of Directors, were the only candidates nominated for election at the Meeting. As a result, the election of directors was uncontested. However, the Company’s Bylaws provide that, to be elected to the Board, a candidate must receive a majority of the votes cast in the election of directors. As indicated in the table below, all eight candidates received more than 89% of the votes cast in the election of directors and, accordingly, were elected to serve on the Company’s Board of Directors for a term that will end at the next Annual Stockholders’ Meeting and until their respective successors are elected.

Nominees:	Shares Voted For	Percent of Shares Voted	Votes Withheld	Percent of Shares Voted
A. Clinton Allen	3,887,720	98.86%	44,987	1.14%
Robert G. Deuster	3,883,735	98.75%	48,972	1.25%
Deborah A. Farrington	3,764,846	95.73%	167,861	4.27%
David G. Hall	3,887,802	98.86%	44,905	1.14%
Joseph R. Martin	3,883,848	98.76%	48,859	1.24%
A. J. Bert Moyer	3,763,214	95.69%	169,493	4.31%
Van D. Simmons	3,516,610	89.42%	416,097	10.58%
Bruce A. Stevens	3,888,567	98.88%	44,140	1.12%

There were a total of 3,647,057 broker non-votes in the election of directors.

2.     Approval, by Advisory Vote, of Executive Compensation (Proposal No. 2). The approval, by advisory vote, of the compensation paid by the Company to its Named Executive Officers for its fiscal year ended June 30, 2013 required the affirmative vote of the holders of a majority of the shares present (in person or by proxy) and voted on this Proposal at the Annual Meeting. Set forth below are the results of the voting on this Proposal:

Shares Voted For Approval	Percent of Shares Voted	Shares Voted Against Approval	Percent of Shares Voted	Abstentions	Percent of Shares Voted
3,670,447	93.33%	220,805	5.61%	41,455	1.06%

There were a total of 3,647,057 broker non-votes with respect to Proposal No. 2.

3.     Approval of 2013 Equity Incentive Plan (Proposal No. 3). The approval of the Company’s 2013 Equity Incentive Plan required the affirmative vote of the holders of a majority of the shares present (in person or by proxy) and voted on this Proposal at the Annual Meeting. As indicated in the table below, the Company’s 2013 Equity Incentive Plan was approved by the Company’s stockholders at the Annual Meeting.

Shares Voted For Approval	Percent of Shares Voted	Shares Voted Against Approval	Percent of Shares Voted	Abstentions	Percent of Shares Voted
2,837,055	72.14%	1,057,934	26.90%	37,718	0.96%

There were a total of 3,647,057 broker non-votes with respect to Proposal No. 3.

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4.     Ratification of Appointment of Independent Registered Public Accountants (Proposal No. 4). At the Annual Meeting, the Company’s stockholders also voted on the ratification of the appointment of Grant Thornton, LLP as the Company’s Independent Registered Public Accounting Firm for its fiscal year ending June 30, 2014. Approval of this Proposal required the affirmative vote of the holders of a majority of the shares present (in person or by proxy) and voted on this Proposal at the Annual Meeting. The following table sets forth the respective numbers of votes cast for and against, and the number of shares abstaining from, this Proposal:

Shares Voted For	Percent of Shares Voted	Shares Voted Against	Percent of Shares Voted	Abstentions	Percent of Shares Voted
7,417,808	97.86%	82,314	1.09%	79,642	1.05%

Brokers had discretionary authority to vote shares on the Proposal to ratify the appointment of the Company’s independent registered public accountants without having obtained voting instructions from the beneficial owners of the shares. Consequently, there were no broker non-votes with respect to this Proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.	Description of Exhibit
99.1	Collectors Universe, Inc. 2014 Incentive Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	COLLECTORS UNIVERSE, INC.
Dated: December 13, 2013	By:	/s/ JOSEPH J. WALLACE

S-1

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Collectors Universe, Inc. 2014 Incentive Plan.

E-1

EX-99

Exhibit 99.1

COLLECTORS UNIVERSE, INC.

2014 CASH INCENTIVE PLAN

1.            Purposes and Administration of the Plan.

1.1           Purposes. The primary purpose of this 2014 Cash Incentive Plan (the “Plan”) is to further the interests of the Company and its stockholders by (i) providing meaningful incentives and financial awards to Participants in the Plan for making significant contributions to the achievement, by the Company, of specified financial goals in Fiscal 2014, and (ii) making a substantial portion of each Participant’s compensation for Fiscal 2014 dependent on the Company’s achievement of those goals and the achievement by the Participants of individualized MBOs.

1.2           Administration of the 2014 Plan. This Plan shall be administered by the Compensation Committee of the Board of Directors of the Company, which shall have the authority to designate the executive officers of the Company that will participate in the Plan (the “Participants”), to establish the performance goals or objectives required to be achieved for Participants to earn Incentive Awards under the Plan, to determine whether or not a Participant has earned an Incentive Award under the Plan and the amount thereof, if any, to interpret and construe the Plan and to adopt all necessary rules and regulations for administering the Plan. All decisions and determinations of the Committee with respect to this Plan shall be final and binding on and non-appealable by the Company and the Participants.

2.            Definitions. Unless otherwise defined elsewhere in this 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 Chief Executive Officer of the Company.

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

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

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

“Corporate Financial Goals” shall have the meaning given to such term in Subsection 4.1(a) of this Plan.

“Fiscal 2014” means the Company’s fiscal year ending June 30, 2014.

“Incentive Awards” shall have the meaning given to such term in Section 5 of this Plan.

“including” means “including but not limited to” or “including without limitation”.

“MBOs” shall have the meaning given to such term in Subsection 4.1(c) of this Plan

“NEO” means “named executive officer” and refers to those executive officers of the Company who were designated as “NEOs” in the Company’s most recent filing with the Securities and Exchange Commission under the Securities Exchange Act 1934, as amended, that required disclosures pursuant to Item 402(c) of Regulation S-K under that Act.

“Participants” means any of the executive officers of the Company named in Section 3 of this Plan (each of whom is sometimes referred to, individually, as a “Participant”).

“Plan” means this Collectors Universe, Inc. 2014 Cash Incentive Plan.

“SEC” means the Securities and Exchange Commission.

99.1-1

3. Plan Participants.

The Compensation Committee has designated the following Company NEOs as the Participants in this Plan:

Name	Position with the Company
Robert G. Deuster	Chief Executive Officer
Joseph J. Wallace	Chief Financial Officer

4.            Performance Goals.

4.1           Establishment of Corporate Financial Goals. For purposes of this Plan and determining the Incentive Awards that each Participant may earn under this Plan:

(a)     The Committee shall establish for, and communicate to, each Participant one or more Company financial performance goals for Fiscal 2014 (“Corporate Financial Goals”), which will be based on any one or more of the following Company financial metrics for Fiscal 2014: net revenues, gross profits or operating income, pre-tax earnings, net earnings, earnings per basic or diluted share, earnings before interest, taxes, and depreciation and amortization expense (“EBITA”), return on investment or return on assets, subject to such adjustment or adjustments as the Committee determines to be appropriate. Such Corporate Financial Goals may be based on corresponding financial performance goals or objectives set forth in the Company’s annual operating plan for Fiscal 2014 that has been adopted by the Board (the “2014 AOP”).

(b)     The Committee will establish for or in respect of each Corporate Financial Goal established for each Participant under this Plan (i) a “target” Corporate Financial Goal which is directly based on the corresponding target financial goal set forth in the 2014 AOP (a “Target Financial Goal”) and (ii) a minimum or “threshold” level of Company financial performance which the Company must meet for a Participant to earn an Incentive Award in respect of that particular Corporate Financial Goal (a “Threshold Financial Goal”). In the event that the Committee determines that a Participant’s Target Financial Goal has been exceeded, the Committee shall determine, in its sole and absolute discretion, whether, and the extent to which (if any) that, the amount of the Incentive Award to be made to the Participant will be increased above the Incentive Award for achieving the Target Performance Goal. The Committee may, in its discretion, give different weightings to the Corporate Financial Goals established for each Participant based on such factors as the Committee deems relevant, including the extent to which a Participant’s performance is expected to impact the achievement of any such Corporate Financial Goals in Fiscal 2014.

(c)     The Committee may establish individualized or personal performance objectives (“MBOs”) for any or all of the Participants, which are objectives or goals that the Committee believes would, if achieved, lead to the Company’s achievement of longer term corporate financial or strategic goals or objectives.

4.2           Measurement Periods. Corporate Financial Goals and MBOs may be established by the Committee, in its sole discretion, for any interim periods within, or for the entirety of, Fiscal 2014 (each, a “Measurement Period”).

5.             Incentive Award Opportunities. In conjunction with or shortly after the adoption of the 2014 Plan, the Compensation Committee shall determine the respective cash incentive compensation awards that each of the Participants may earn under this Plan, expressed in dollar amounts or percentages of annual salary, or by such other metric as the Committee may deem to be appropriate, for the achievement by each Participant of his or her Target Performance Goal or Threshold Performance Goal and for achievement of some or all of his MBOs for Fiscal 2014 (each, an “Incentive Award Opportunity”). The Incentive Award Opportunities will be based on a number of factors, as deemed relevant by the Committee, which may include a Participant’s (i) expected contribution to the Company’s Fiscal 2014 or longer term financial performance, (ii) position and level of responsibilities with the Company, (iii) salary level, and (iv) past individual performance.

99.1-2

6.            Determinations by the Committee of Participant Performance and Incentive Awards.

6.1           Achievement of Corporate Financial Goals and MBOs. The Committee shall determine, in its sole and absolute discretion, whether and the extent to which, if any, that (i) the Company has achieved or exceeded the Threshold and Target Financial Goals established for each Participant under the Plan, and (ii) each Participant has attained or exceeded his Fiscal 2014 MBOs under the Plan. In the case of any interim period Corporate Financial Goals, such determinations shall be made within sixty (60) days after the end of the applicable Measurement Period, or as soon as practicable thereafter. In the case of annual Corporate Financial Goals and MBOs, such determinations shall be made within sixty (60) days after the end of Fiscal 2014 or as soon as practicable thereafter.

6.2           Determination of Amounts of Incentive Awards to be Paid under the Plan. If the Committee determines that none of the Threshold Performance Goals or MBOs established for a Participant under this Plan was achieved, then, that Participant will not be entitled to receive any Incentive Award under the 2014 Plan. If it is determined, instead, that any of the Threshold Performance Goals or any of the Participant’s MBOs were met or exceeded, then, subject to Section 8 below, the Committee may authorize the Company to pay an Incentive Award under this 2014 Plan in an amount which shall be determined based on the extent to which the Threshold Performance Goals were exceeded and the Participant’s MBOs were achieved. The determinations as to whether and to what extent the Company has achieved or exceeded any Corporate Financial Goals and whether and to what extent a Participant has achieved his MBOs shall be made by the Committee in its sole and absolute discretion. In determining the amounts of any Incentive Awards to be made to the Participant under the Plan, the Committee may give substantially greater weight to the Company’s achievement of Corporate Financial Goals than to a Participant’s achievement of his MBOs.

6.3           Changes to Performance Goals due to Unanticipated Events. At any time prior to the end of Fiscal 2014, the Compensation Committee may adjust or change any of the Fiscal 2014 Corporate Financial Goals or MBOs to reflect or take account of 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 Corporate Financial Goals and MBOs then in effect under this Plan were established and would, in the sole opinion of the Committee (x) make it unlikely that such Corporate Financial Goals or MBOs will be achieved or (y) result in the achievement of any of the Corporate Financial Goals or MBOs that would not have been likely to be achieved in the absence of the 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, shall not by themselves constitute Extraordinary Events that may be the basis for changing any such Corporate Financial Goals or MBOs and no change in any such Corporate Financial Goals or MBOs shall be permitted to affect any Incentive Award based on performance achieved during a Measurement Period that ended prior to the occurrence of any such Extraordinary Event.

7.            Payment of Incentive Awards. Subject to Sections 6 and 8 of this Plan, the Company shall pay any Incentive Award authorized by the Committee under this Plan in cash, less applicable payroll and other withholdings, as soon as practicable following the Committee’s determinations as set forth in Subsections 6.1 and 6.2 above, but in no event later than the ninetieth (90th) day after the end of Fiscal 2014. The Committee may authorize the Company to make partial payments of an Incentive Award to a Participant prior to the end of any applicable Measurement Period, if the Committee determines that the Company has achieved a Corporate Financial Goal or the Participant has achieved any of his MBOs prior to the end of that Measurement Period. The Company may, in its discretion, elect to pay any Incentive Award by (i) Company check, in which case such payment 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 (ii) by electronic deposit into 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 prior to the payment of any Incentive Awards under the Plan and, if the Participant desires an Incentive 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.

99.1-3

8.            Amendments to and Termination of 2014 Plan. Notwithstanding anything to the contrary that may be contained elsewhere in this Plan:

8.1           Amendments to and Modifications of the 2014 Plan. The Committee shall have the sole, absolute and unconditional discretion to amend or modify the 2014 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 Incentive Award under this Plan prior to the date on which that Incentive 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 Incentive Award hereunder (i) may reduce the amount of any such Incentive Award or (ii) may determine that no Incentive Award will be paid to the Participant under this Plan, whether or not the Participant has achieved or exceeded any of the Financial Performance Goals or MBOs theretofore established by the Committee or has been notified of the pendency of an unpaid Incentive Award under this Plan. In no event, however, shall any amendment to the 2014 Plan affect any Incentive Award that had previously been paid to any of the Participants under this Plan.

8.2           Compliance with Section 409A of the Code. This Plan is intended to comply with Section 409A of the Code and any related regulations and guidance promulgated thereunder (“Section 409A”) and will be interpreted in a manner intended to comply with Section 409A. In furtherance thereof, no payments may be accelerated under this Plan other than to the extent permitted under Section 409A. To the extent that any provision of this Plan violates Section 409A such that amounts would be taxable to a Participant prior to payment or would otherwise subject a Participant to a penalty tax under Section 409A, such provision shall be automatically reformed or stricken to preserve the intent hereof. Notwithstanding anything herein to the contrary, (i) if there is a termination of Participant’s employment with the Company and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax or penalties from being imposed under Section 409A, then the Company shall defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits and without interest thereon) until the date that is six (6) months following the Participant’s termination of employment (or the earliest date as is permitted under Section 409A) and (ii) if any other payment due to a Participant hereunder could cause the application of an accelerated or additional tax or penalties under Section 409A, such payment also shall be deferred if deferral will make such payment compliant under Section 409A, or such payment shall be restructured, to the extent possible, in a manner, as determined by the Committee, that does not cause such an accelerated or additional tax. The Committee shall implement the provisions of this Section 8.2 in good faith; provided, however, that if a Participant incurs any liability for accelerated or additional taxes or penalties under Section 409A or any expenses (including attorneys or other professional fees or expenses) in defending against same (collectively, Section 409A Liabilities”), none of the Company, or the members of the Board of Directors or the Committee, or any employees or independent contractors or other representatives of the Company or any of its subsidiaries or business units, shall have any liability of any kind or nature whatsoever to any Participant therfor, including any liability for or obligation to pay any Section 409A Liabilities that are incurred by a Participant, even if such Section 409A Liabilities are found to have arisen, in whole or in part, out of any act or omission of the Company, any of the members of either the Company’s Board of Directors or the Committee or any employees or independent contractors or other representatives of the Company.

8.3           Termination of the 2014 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 Incentive Awards under the Plan will be paid or that any unpaid Incentive Awards under the Plan shall be reduced; provided, however, that no such termination shall affect any Incentive Awards that were theretofore paid to any of the Participants under this Plan.

9.             Miscellaneous Provisions.

9.1           No Enlargement of Employee Rights. Nothing in the 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.

99.1-4

9.2           Rights Not Alienable. Any rights provided to a Participant under the 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.

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

9.4           Governing Law; Interpretation. To the extent not preempted by federal law, this Plan and its provisions shall be construed and determined in accordance with the laws of the State of California; provided, that, no provision of this Plan, because of any ambiguity found to be contained therein or otherwise, shall be construed against the Company because it or its legal counsel was the draftsman of that provision or any portion thereof.

9.5           No Other Understandings or Agreements with respect to the 2014 Plan. This Plan document contains all of the terms and provisions of and all conditions applicable to the Plan, other than (i) Corporate Financial Goals and MBOs and Incentive Award opportunities that may be established hereafter for any Participant under this Plan, and supersedes any previous discussions, communications, understandings or agreements, written or oral, between the Company and any Participant with respect to the Plan as well as all prior actions that may have been taken by the Committee relating to the Plan.

99.1-5