Ashworth Inc Sample Contracts

Ashworth Inc – Contacts: Ashworth, Inc. TaylorMade-adidas Golf Allan H. Fletcher, CEO Scott Leightman, Director of Public Relations Eddie Fadel, President (760) 476-5748 Greg W. Slack, CFO (October 14th, 2008)

Herzogenaurach / Carlsbad, California, October 13, 2008 — Ashworth, Inc. (NASDAQ: ASHW) and the adidas Group announced today that the TaylorMade-adidas Golf business segment has entered into a definitive agreement to acquire all of the outstanding shares of Ashworth, Inc. for $1.90 per share in cash. The transaction value is $72.8 million (€54.1 million), which includes the assumption of $46.3 million (€34.4 million) of Ashworth debt based on Ashworth, Inc.’s 10-Q for the period ended July 31, 2008. 1 The transaction will be effected through a tender offer to be launched shortly by a subsidiary of Taylor Made Golf Company, Inc. (“TaylorMade-adidas Golf”) for all outstanding Ashworth shares. The tender offer will be subject to, among other things, the condition that at least a majority of the outstanding Ashworth shares are tendered.

Ashworth Inc – AGREEMENT AND PLAN OF MERGER among TAYLOR MADE GOLF COMPANY, INC., PHX ACQUISITION CORP. and ASHWORTH, INC. Dated as of October 13, 2008 (October 14th, 2008)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 13, 2008, is by and among TAYLOR MADE GOLF COMPANY, INC., a Delaware corporation (“Parent”), PHX ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and ASHWORTH, INC., a Delaware corporation (the “Company”).

Ashworth Inc – STOCKHOLDER TENDER AGREEMENT (October 14th, 2008)

THIS STOCKHOLDER TENDER AGREEMENT (this “Agreement”) is entered into as of October 13, 2008, by and between Taylor Made Golf Company, Inc., a Delaware corporation (“Parent”), on the one hand, and David M. Meyer, Michael S. Koeneke, Knightspoint Partners II, L.P., Knightspoint Capital Management II LLC, Knightspoint Partners, LLC, Ramius Value and Opportunity Master Fund Ltd (f/k/a Starboard Value & Opportunity Master Fund, Ltd) and Parche, LLC (each a “Stockholder” and collectively, the “Stockholders”), on the other hand.

Ashworth Inc – ASHWORTH, INC. MANAGEMENT CHANGE IN CONTROL PLAN (September 22nd, 2008)
Ashworth Inc – ASHWORTH/KOENEKE AGREEMENT (September 9th, 2008)

This ASHWORTH/KOENEKE AGREEMENT (this “Agreement”), dated as of August 6, 2008 (the “Effective Date”), is entered into by and between Ashworth, Inc., a Delaware corporation (the “Company”), and Michael S. Koeneke (“Koeneke”).

Ashworth Inc – ASHWORTH/MEYER AGREEMENT (September 9th, 2008)

This ASHWORTH/MEYER COMPENSATION AGREEMENT (this “Agreement”), dated as of August 6, 2008 (the “Effective Date”), is entered into by and between Ashworth, Inc., a Delaware corporation (the “Company”), and David M. Meyer (“Meyer”).

Ashworth Inc – ASHWORTH U.K. LTD. as Borrower LOAN AGREEMENT Dated February 29, 2008 BANK OF AMERICA, N.A., as Lender (March 11th, 2008)

THIS LOAN AGREEMENT is dated February 29, 2008, between ASHWORTH U.K. LTD., a company incorporated in England and Wales with its registered office at 21 St. Thomas Street, Bristol BS1 6JS, United Kingdom and with company number 02862712 (“Borrower”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).

Ashworth Inc – Ashworth – FLG NY Consulting Agreement (January 14th, 2008)

THIS CONSULTING AGREEMENT (this “Agreement”) is made by and between Fletcher Leisure Group, Ltd., a New York corporation (“FLG NY”), and Ashworth, Inc., a Delaware corporation (the “Company”), effective as of January 11, 2008. This Agreement sets forth the services to be provided to the Company by FLG NY and the terms and conditions of the delivery of those services.

Ashworth Inc – ASHWORTH, INC., together with any of its Subsidiaries now or in the future party hereto, as Borrowers LOAN AND SECURITY AGREEMENT Dated as of January 11, 2008 BANK OF AMERICA, N.A., as Lender (January 14th, 2008)

THIS LOAN AND SECURITY AGREEMENT is dated as of January 11, 2008, among ASHWORTH, INC., a Delaware corporation (“Parent”), those of Parent’s Subsidiaries now or in the future signatory hereto (each such Subsidiary and Parent, individually a “Borrower”, and collectively, “Borrowers”), and BANK OF AMERICA, N.A., a national banking association (“Lender”).

Ashworth Inc – Ashworth, Inc. (December 14th, 2007)

This Code of Business Conduct and Ethics (this “Code”) sets forth the guiding principles by which we at Ashworth Inc. and its affiliated entities (referred to collectively herein as “Ashworth” or the “Company”) conduct the Company’s business and affairs. Ashworth is committed to conducting its business in accordance with all applicable laws and regulations and with the highest ethical standards. This Code outlines the broad principles of legal and ethical business conduct embraced by the Company and applies to all Company employees and board members. This Code does not, however, provide a detailed or complete list of legal or ethical questions which you might face in the course of business, and therefore this Code must be applied using your own good business judgment in conducting the Company’s business. You should become familiar with this Code’s contents, keep it handy and review it frequently.

Ashworth Inc – AMENDMENT 3 TO LICENSE AGREEMENT (December 7th, 2007)

This Amendment 3 to License Agreement (this “Amendment 3”), effective as of the date of the last signature (the “Amendment Effective Date”), modifies that certain License Agreement between Callaway Golf Company (“Callaway Golf”) and Ashworth, Inc. (“Ashworth”), dated May 14, 2001 (the “Agreement”), which was subsequently modified by Amendments to License Agreement dated December 16, 2003 (“Amendment 1”) and March 29, 2007 (“Amendment 2”). The Agreement, as amended by Amendment 1 and Amendment 2, is referred to herein as the “Original Agreement”.

Ashworth Inc – AMENDMENT 2 TO LICENSE AGREEMENT (December 7th, 2007)

This Amendment 2 to License Agreement (“Amendment 2”) effective as of the date of the last signature (the “Amendment Effective Date”), modifies that certain License Agreement between Callaway Golf Company (“Callaway Golf”) and Ashworth, Inc. (“Ashworth”) dated May 14, 2001 (the “Agreement”), which was subsequently modified by Amendment to License Agreement dated December 16, 2003 (“Amendment 1”). The Agreement and Amendment 1 are collectively referred to herein as the “Original Agreement”.

Ashworth Inc – SEPARATION AND GENERAL RELEASE AGREEMENT (October 30th, 2007)

This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of October 24, 2007 (the “Effective Date”), is entered into by and between Ashworth, Inc., a Delaware corporation (the “Company”), and Peter M. Weil (“Weil”).

Ashworth Inc – October 24, 2007 Re: Employment at Ashworth, Inc. Dear Mr. Fletcher: (October 30th, 2007)

In accordance with our recent discussions, we are pleased to confirm our offer to you of a position with Ashworth, Inc. (the “Company”) upon the following terms and conditions:

Ashworth Inc – ASHWORTH, INC. 2007 NONSTATUTORY STOCK OPTION PLAN (October 30th, 2007)

The Company has adopted this Plan to promote the interests of the Company and its stockholders by enabling grants of Stock Options to provide a material inducement for new, key executives to enter into employment with the Company when the constraints of the Company’s existing equity incentive plans prevent such grants, and to retain and motivate such executives, to encourage and reward their contribution to the performance of the Company, and to align their interests with the interests of the Company’s stockholders. Capitalized terms not otherwise defined herein have the meanings ascribed to them in Article VIII.

Ashworth Inc – October 24, 2007 Re: Employment at Ashworth, Inc. Dear Mr. Slack: (October 30th, 2007)

In accordance with our recent discussions, we are pleased to confirm our offer to you of a position with Ashworth, Inc. (the “Company”) upon the following terms and conditions:

Ashworth Inc – EIGHTH AMENDMENT TO REVOLVING/TERM LOAN CREDIT AGREEMENT (August 2nd, 2007)

This Eighth Amendment to Revolving/Term Loan Credit Agreement (this “Amendment”) is entered into as of July 13, 2007, by and between Ashworth, Inc., a Delaware corporation (“Borrower”), each lender from time to time party to the Credit Agreement (as defined below) (collectively, the “Lenders” and individually, a “Lender”), and UNION BANK OF CALIFORNIA, N.A., as Agent and as U.K. Security Trustee (in such capacity, “Agent”).

Ashworth Inc – AMENDMENT NO. 1 TO RIGHTS AGREEMENT (July 3rd, 2007)

THIS AMENDMENT NO. 1 dated as of July 3, 2007 (this “Amendment”) by and between ASHWORTH, INC., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”) to the Amended and Restated Rights Agreement dated as of February 22, 2000 (the “Agreement”) by and between the Company and American Securities Transfer & Trust, Inc., a Colorado corporation, is entered into with reference to the following:

Ashworth Inc – GEKKO BRANDS, LLC EMPLOYMENT AND NON-COMPETITION AGREEMENT (June 12th, 2007)

THIS AGREEMENT (this “Agreement”) is made and entered into this 31st day of May, 2007 and is effective as of March 1, 2007 (the “Effective Date”), by and between GEKKO BRANDS, LLC (the “Company”), an Alabama limited liability company and a wholly-owned subsidiary of Ashworth Inc., a Delaware corporation (“Ashworth”), and Jeffery N. Stillwell (“Employee”). Company and Employee are sometimes referred to hereinafter as a “Party” or, collectively, the “Parties.”

Ashworth Inc – GEKKO BRANDS, LLC EMPLOYMENT AND NON-COMPETITION AGREEMENT (June 12th, 2007)

THIS AGREEMENT (this “Agreement”) is made and entered into this 31st day of May, 2007 and is effective as of March 1, 2007 (the “Effective Date”), by and between GEKKO BRANDS, LLC (the “Company”), an Alabama limited liability company and a wholly-owned subsidiary of Ashworth Inc., a Delaware corporation (“Ashworth”), and Phil R. Stillwell (“Employee”). Company and Employee are sometimes referred to hereinafter as a “Party” or, collectively, the “Parties.”

Ashworth Inc – GEKKO BRANDS, LLC EMPLOYMENT AND NON-COMPETITION AGREEMENT (June 12th, 2007)

THIS AGREEMENT (this “Agreement”) is made and entered into this 31st day of May, 2007 and is effective as of March 1, 2007 (the “Effective Date”), by and between GEKKO BRANDS, LLC (the “Company”), an Alabama limited liability company and a wholly-owned subsidiary of Ashworth Inc., a Delaware corporation (“Ashworth”), and Calvin J. Martin, Jr. (“Employee”). Company and Employee are sometimes referred to hereinafter as a “Party” or, collectively, the “Parties.”

Ashworth Inc – GEKKO BRANDS, LLC EMPLOYMENT AND NON-COMPETITION AGREEMENT (June 12th, 2007)

THIS AGREEMENT (this “Agreement”) is made and entered into this 31st day of May, 2007 and is effective as of March 1, 2007 (the “Effective Date”), by and between GEKKO BRANDS, LLC (the “Company”), an Alabama limited liability company and a wholly-owned subsidiary of Ashworth Inc., a Delaware corporation (“Ashworth”), and Thomas Patrick Allison, Jr. (“Employee”). Company and Employee are sometimes referred to hereinafter as a “Party” or, collectively, the “Parties.”

Ashworth Inc – GEKKO BRANDS, LLC EMPLOYMENT AND NON-COMPETITION AGREEMENT (June 12th, 2007)

THIS AGREEMENT (this “Agreement”) is made and entered into this 31st day of May, 2007 and is effective as of March 1, 2007 (the “Effective Date”), by and between GEKKO BRANDS, LLC (the “Company”), an Alabama limited liability company and a wholly-owned subsidiary of Ashworth Inc., a Delaware corporation (“Ashworth”), and J. Neil Stillwell (“Employee”). Company and Employee are sometimes referred to hereinafter as a “Party” or, collectively, the “Parties.”

Ashworth Inc – ERIC SALUS AGREEMENT (June 6th, 2007)

THIS AGREEMENT, dated as of June 1, 2007, (the “Effective Date”), is between ASHWORTH, INC., a Delaware corporation and its successors or assignees (“Ashworth”) and ERIC SALUS, an individual (“Mr. Salus”).

Ashworth Inc – ERIC SALUS AGREEMENT (June 6th, 2007)

THIS AGREEMENT, dated as of June 1, 2007, (the “Effective Date”), is between ASHWORTH, INC., a Delaware corporation and its successors or assignees (“Ashworth”) and ERIC SALUS, an individual (“Mr. Salus”).

Ashworth Inc – SEVERANCE AND RELEASE AGREEMENT (May 25th, 2007)

This Severance and Release Agreement (“Agreement”) is made and entered into by and between Ashworth, Inc. (referred to as “Employer” or “the Company”) and Peter Holmberg (“Employee”).

Ashworth Inc – May 21, 2007 Re: Employment at Ashworth, Inc. Dear Mr. Fadel: (May 25th, 2007)

In accordance with our recent discussions, we are pleased to confirm our offer to you of a position with Ashworth, Inc. (the “Company”) upon the following terms and conditions:

Ashworth Inc – SEVERANCE AND RELEASE AGREEMENT (May 25th, 2007)

This Severance and Release Agreement (“Agreement”) is made and entered into by and between Ashworth, Inc. (referred to as “Employer” or “the Company”) and Gary Schneiderman (“Employee”).

Ashworth Inc – March 5, 2007 Re: Employment at Ashworth, Inc. Dear Mr. Hohl: (March 7th, 2007)

In accordance with our recent discussions, we are pleased to confirm our offer to you of a position with Ashworth, Inc. (the “Company”) upon the following terms and conditions:

Ashworth Inc – October 5, 2005 Re: Employment at Ashworth, Inc. (January 16th, 2007)

In accordance with our recent discussions, we are pleased to confirm our offer to you of a position with Ashworth, Inc. (the “Company”) upon the following terms and conditions:

Ashworth Inc – AGREEMENT RE: CHANGE IN CONTROL (January 16th, 2007)

This AGREEMENT RE: CHANGE IN CONTROL (this “Agreement”) is dated as of February 9, 2006 and is entered into by and between Greg Slack (“Executive”) and Ashworth, Inc., a Delaware corporation (the “Company”).

Ashworth Inc – February 10, 2006 Re: Employment at Ashworth, Inc. Dear Mr. Slack: (January 16th, 2007)

In accordance with our recent discussions, we are pleased to confirm our offer to you of a promotion with Ashworth, Inc. (the “Company”) upon the following terms and conditions:

Ashworth Inc – FORM OF INDEMNIFICATION AGREEMENT (December 15th, 2006)

This Indemnification Agreement (this “Agreement”) is made as of the [ ] day of December, 2006, by and between Ashworth, Inc., a Delaware corporation (the “ Company ”) and (“ Indemnitee ”).

Ashworth Inc – November 27, 2006 Re: Employment at Ashworth, Inc. Dear Mr. Weil: (November 28th, 2006)

In accordance with our recent discussions, we are pleased to confirm our offer to you of a position with Ashworth, Inc. (the “Company”) upon the following terms and conditions:

Ashworth Inc – RELEASE AGREEMENT (November 22nd, 2006)

The Release Agreement (this “Agreement”) is made and entered into as of the 16th day of November, 2006 by and between Winston E. Hickman (hereinafter referred to as “Employee”) and Ashworth, Inc. (hereinafter referred to as “Ashworth”) whereby the parties agree to terminate their employment relationship on an amicable basis as follows: