Golfsmith International Holdings Inc – AMENDED AND RESTATED BYLAWS of GOLFSMITH INTERNATIONAL HOLDINGS, INC. A Delaware Corporation Adopted: July 24, 2012 (July 24th, 2012)
Golfsmith International Holdings Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOLFSMITH INTERNATIONAL HOLDINGS, INC. (July 24th, 2012)SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801; and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.
Golfsmith International Holdings Inc – AMENDED AND RESTATED BYLAWS OF GOLFSMITH INTERNATIONAL HOLDINGS, INC. As Amended May 11, 2012 (May 14th, 2012)
Golfsmith International Holdings Inc – VOTING AGREEMENT (May 14th, 2012)VOTING AGREEMENT, dated as of May 11, 2012 (this “Agreement”), by and between Golf Town USA Holdings Inc., a Delaware corporation (“Purchaser”), and Atlantic Equity Partners III, L.P., a Delaware limited partnership (the “Principal Stockholder”). Unless otherwise indicated, capitalized terms not defined herein have the meanings given to them in the Merger Agreement (as defined below).
Golfsmith International Holdings Inc – AGREEMENT AND PLAN OF MERGER among GOLFSMITH INTERNATIONAL HOLDINGS, INC., GOLF TOWN USA HOLDINGS INC. and MAJOR MERGER SUB, INC. Dated as of May 11, 2012 (May 14th, 2012)AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of May 11, 2012, among GOLFSMITH INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the “Company”), GOLF TOWN USA HOLDINGS INC., a Delaware corporation (“Purchaser”), and MAJOR MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Purchaser (“Merger Sub”). Each of the Company, Purchaser and Merger Sub are referred to herein as a “Party” and collectively as the “Parties”.
Golfsmith International Holdings Inc – CONFIDENTIALITY, INTELLECTUAL PROPERTY AND NON-COMPETE AGREEMENT (March 30th, 2012)This CONFIDENTIALITY, INTELLECTUAL PROPERTY AND NON-COMPETE AGREEMENT (“Agreement”) is made and entered into as of the 19th day of January, 2010 (the “Effective Date”) by and between Golfsmith International Holdings, Inc. and its subsidiaries (the “Company”) and Steve Larkin (“Executive”).
Golfsmith International Holdings Inc – INSTRUMENT OF AMENDMENT (March 30th, 2012)INSTRUMENT OF AMENDMENT, dated as of December , 2011, by and between Golfsmith International Holdings, Inc., a Delaware corporation, and its subsidiaries (collectively, the “Company”), and [NAME OF EXECUTIVE] (“Executive”), to the Confidentiality, Intellectual Property and Non-Compete Agreement, dated as of [DATE], between the Company and Executive (the “Noncompete Agreement”) (capitalized terms used but not defined herein shall have the respective meanings given such terms in the Noncompete Agreement).
Golfsmith International Holdings Inc – INSTRUMENT OF AMENDMENT (March 30th, 2012)INSTRUMENT OF AMENDMENT, dated as of December , 2011, by and between Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), and Sue Gove (“Executive”), to the Amended and Restated Employment Agreement, dated as of December 28, 2009, between the Company and Executive (the “Employment Agreement”) (capitalized terms used but not defined herein shall have the respective meanings given such terms in the Employment Agreement).
Golfsmith International Holdings Inc – INSTRUMENT OF AMENDMENT (March 30th, 2012)INSTRUMENT OF AMENDMENT, dated as of December , 2011, by and between Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), and Martin Hanaka (“Executive”), to the Amended and Restated Employment Agreement, dated as of December 28, 2009, between the Company and Executive (the “Employment Agreement”) (capitalized terms used but not defined herein shall have the respective meanings given such terms in the Employment Agreement).
Golfsmith International Holdings Inc – INSTRUMENT OF AMENDMENT (March 30th, 2012)INSTRUMENT OF AMENDMENT, dated as of December 29, 2011, by and between Golfsmith International Holdings, Inc., a Delaware corporation, and its subsidiaries (collectively, the “Company”), and Steven M. Larkin (“Executive”), to the Confidentiality, Intellectual Property and Non-Compete Agreement, dated as of January 19, 2010, between the Company and. Executive (the “Noncompete Agreement”) (capitalized terms used but not defined herein shall have the respective meanings given such terms in the Noncompete Agreement),
Golfsmith International Holdings Inc – GOLFSMITH INTERNATIONAL HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN April 27, 2011 (July 28th, 2011)Except as otherwise provided herein, Golfsmith International Holdings, Inc. (the “Company”) shall pay non-employee directors (for the purpose of this Non-Employee Directors Compensation Plan, “Non-Employee Directors” shall mean those individuals who are neither employees of the Company nor First Atlantic Capital, Ltd.) the following annual retainers in equal quarterly amounts.
Golfsmith International Holdings Inc – GOLFSMITH INTERNATIONAL HOLDINGS, INC. 2006 INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE AWARD AGREEMENT (April 28th, 2011)This Performance Share Award Agreement (the “Agreement”) is made, effective as of February 25, 2011 (the “Grant Date”), by and between Golfsmith International Holdings, Inc, (the “Company”) and ( XX ) (the “Participant”).
Golfsmith International Holdings Inc – Notice of Option Grant (March 3rd, 2011)Notice: You have been granted the following Nonqualified Stock Option to purchase Shares in accordance with the terms of the Plan and the Nonqualified Stock Option Award Agreement attached hereto.
Golfsmith International Holdings Inc – GOLFSMITH INTERNATIONAL HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN May 4, 2010 (July 29th, 2010)Except as otherwise provided herein, Golfsmith International Holdings, Inc. (the “Company”) shall pay non-employee directors (for the purpose of this Non-Employee Directors Compensation Plan, “Non-Employee Directors” shall mean those individuals who are neither employees of the Company nor First Atlantic Capital, Ltd.) the following annual retainers in equal quarterly amounts.
Golfsmith International Holdings Inc – SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (July 12th, 2010)This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 20, 2006 and entered into by and among GOLFSMITH INTERNATIONAL, L.P., a Delaware limited partnership (“LP”), GOLFSMITH NU, L.L.C., a Delaware limited liability company (“NU”), GOLFSMITH USA, L.L.C., a Delaware limited liability company (“USA”) (LP, NU and USA are sometimes referred to herein as “Borrowers” and individually as a “Borrower”), the other persons designated as “Credit Parties” on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity “GE Capital”), as a Lender, as the initial L/C Issuer and as Agent and GE CAPITAL MARKETS, INC., as Sole Lead Arranger and Bookrunner (“GECM”).
Golfsmith International Holdings Inc – July 12, 2010 08:00 AM Eastern Daylight Time Golfsmith Completes Amendment and Extension of Its Existing Credit Agreement (July 12th, 2010)AUSTIN, TEXAS, July 12, 2010 (BUSINESS WIRE) —Golfsmith (NASDAQ: GOLF) today announced that it has completed an amendment and extension of its revolving credit facility with GE Antares Capital.
Golfsmith International Holdings Inc – GOLFSMITH INTERNATIONAL HOLDINGS, INC. 2006 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (May 11th, 2010)This Restricted Stock Unit Award Agreement (the “Agreement”) is made, effective as of (the “Grant Date”), by and between Golfsmith International Holdings, Inc, (the “Company”) and (the “Participant”).
Golfsmith International Holdings Inc – CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOLFSMITH INTERNATIONAL HOLDINGS, INC. (May 6th, 2010)Golfsmith International Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:
Golfsmith International Holdings Inc – MARTIN HANAKA AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL HOLDINGS, INC. (December 29th, 2009)This is an Amended and Restated Employment Agreement (this “Employment Agreement”), dated as of December 28, 2009, entered into between Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), and Martin Hanaka (“Executive”).
Golfsmith International Holdings Inc – SUE GOVE AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL HOLDINGS, INC. (December 29th, 2009)This is an Amended and Restated Employment Agreement (this “Employment Agreement”), dated as of December 28, 2009, entered into between Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), and Sue Gove (“Executive”).
Golfsmith International Holdings Inc – CONFIDENTIALITY, INTELLECTUAL PROPERTY AND NON-COMPETE AGREEMENT (October 2nd, 2009)This CONFIDENTIALITY, INTELLECTUAL PROPERTY AND NON-COMPETE AGREEMENT (“Agreement”) is made and entered into as of the day of , 2009 (the “Effective Date”) by and between Golfsmith International Holdings, Inc. and its subsidiaries (the “Company”) and [ ] (“Executive”).
Golfsmith International Holdings Inc – GOLFSMITH INTERNATIONAL HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN May 21, 2009 (July 30th, 2009)Except as otherwise provided herein, Golfsmith International Holdings, Inc. (the “Company”) shall pay non-employee directors (for the purpose of this Non-Employee Directors Compensation Plan, “Non-Employee Directors” shall mean those individuals who are neither employees of the Company nor First Atlantic Capital, Ltd.) the following annual retainers in equal quarterly amounts.
Golfsmith International Holdings Inc – INTELLECTUAL PROPERTY LICENSE AGREEMENT (May 22nd, 2009)THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (the “Agreement”) made and entered into as of the May 20, 2009 (“Effective Date”), by and among MacGregor Golf Company, a Delaware corporation with an address at 1000 Pecan Grove Drive, Albany, Georgia 31701 (“Licensor” or “MacGregor”) and Golfsmith International, Inc., a Delaware corporation with an address at 11000 North IH-35, Austin, Texas 78753 (“Licensee” or “Golfsmith”); and
Golfsmith International Holdings Inc – AMENDMENT TO THE GOLFSMITH INTERNATIONAL HOLDINGS, INC. 2006 INCENTIVE COMPENSATION PLAN (May 7th, 2009)This Amendment (this “Amendment”) is made by Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), to the Golfsmith International Holdings, Inc. 2006 Incentive Compensation Plan (the “2006 Incentive Plan”), pursuant to the authorization of the Company’s board of directors and stockholders.
Golfsmith International Holdings Inc – Separation Agreement (February 18th, 2009)This letter confirms our agreement (“Agreement”) regarding your separation from Golfsmith International, Inc. and its parent and each of its subsidiaries (hereafter “Golfsmith”) as follows:
Golfsmith International Holdings Inc – GOLFSMITH INTERNATIONAL HOLDINGS, INC. SEVERANCE PLAN (November 6th, 2008)Golfsmith International Holdings, Inc. (the “Company”) desires to have a severance pay policy for eligible employees of its participating subsidiaries providing payments to certain terminated employees. The Golfsmith International Holdings, Inc. Severance Plan set forth herein (the “Plan”) formalizes such severance pay policy as it applies to all eligible employees of such subsidiaries. The effective date of the Plan is January 1, 2009. The Plan supersedes and replaces all prior severance pay plans of the Company and its participating subsidiaries.
Golfsmith International Holdings Inc – Notice of Option Grant (September 29th, 2008)This Nonqualified Stock Option Award Agreement (this “Agreement”) dated as of the Date of Grant (the “Date of Grant”) set forth in the Notice of Option Grant attached as Schedule A hereto (the “Grant Notice”) is made between Golfsmith International Holdings, Inc. (the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.
Golfsmith International Holdings Inc – SUE GOVE EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL HOLDINGS, INC. (September 29th, 2008)This is an Employment Agreement (this “Employment Agreement”), dated as of September 29, 2008, entered into between Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), and Sue Gove (“Executive”).
Golfsmith International Holdings Inc – Notice of Option Grant (June 18th, 2008)This Nonqualified Stock Option Award Agreement (this “Agreement”) dated as of the Date of Grant (the “Date of Grant”) set forth in the Notice of Option Grant attached as Schedule A hereto (the “Grant Notice”) is made between Golfsmith International Holdings, Inc. (the “Company”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.
Golfsmith International Holdings Inc – MARTIN HANAKA EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL HOLDINGS, INC. (June 18th, 2008)This is an Employment Agreement (this “Employment Agreement”), dated as of June 13, 2008, entered into between Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), and Martin Hanaka (“Executive”).
Golfsmith International Holdings Inc – CONSULTING AGREEMENT (March 6th, 2008)This Consulting Agreement (the “Agreement”) is made and entered into this 5th day of April, 2006, by and between THOMAS HARDY (hereinafter referred to as “Hardy”) and GOLFSMITH INTERNATIONAL, INC., a Delaware corporation (hereinafter referred to as “Golfsmith”).
Golfsmith International Holdings Inc – AMENDED AND RESTATED BYLAWS OF GOLFSMITH INTERNATIONAL HOLDINGS, INC. (November 2nd, 2007)
Golfsmith International Holdings Inc – FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (October 2nd, 2007)This First Amendment to Amended and Restated Credit Agreement, dated as of September 26, 2007 (this “Amendment”), is entered into by and among GOLFSMITH INTERNATIONAL, L.P., a Delaware limited partnership (“GI”), GOLFSMITH NU, L.L.C., a Delaware limited liability company (“GN”), GOLFSMITH USA, L.L.C. (“GUSA” and together with GI and GN, the "Borrowers”, and each individually, a “Borrower”), the other Credit Parties party hereto, and General Electric Capital Corporation, a Delaware corporation, as a Lender and as Agent for the Lenders party to the Credit Agreement (in such capacity, “Agent”).
Golfsmith International Holdings Inc – BOARD OF DIRECTORS (the “Board”) GOLFSMITH INTERNATIONAL HOLDINGS, INC. NON- EMPLOYEE DIRECTOR COMPENSATION PLAN (August 29th, 2007)Annual Retainers Except as otherwise provided herein, Golfsmith International Holdings, Inc. (the “Company”) shall pay non-employee directors ( for the purpose of this Non-Employee Directors Compensation Plan, “Non-Employee Directors” shall mean those individuals who are neither employees of the Company or First Atlantic Capital, Ltd.) the following annual retainers in equal quarterly amounts.
Golfsmith International Holdings Inc – Golfsmith International Holdings, Inc. Consolidated Balance Sheets December 30, December 31, ASSETS Current assets: Cash and cash equivalents $ 1,801,631 $ 4,207,497 Receivables, net of allowances of $158,638 at December 30, 2006 and $146,964 at December 31, 2005 1,387,786 1,646,454 Inventories 88,174,797 71,472,061 Prepaid expenses and other current assets 9,938,863 6,638,109 Total current assets 101,303,077 83,964,121 Property and equipment: Land and buildings 21,433,166 21,256,771 Equipment, furniture, fixture and autos 25,181,495 19,004,608 Leasehold improvements and construction in progre (March 30th, 2007)
