exv10w2






Exhibit 10.2




Nonqualified Stock Option Award Agreement — Schedule A




Notice of Option Grant




	 	 	 
	Participant:

	 	Martin Hanaka
	 
	 	 
	Company:

	 	Golfsmith International Holdings, Inc.
	 
	 	 
	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.
	 
	 	 
	Plan:

	 	Golfsmith International Holdings, Inc. 2006 Incentive Compensation Plan
	 
	 	 
	Grant:

	 	Date of Grant: June 13, 2008

Option Price per Share: $2.32

Number of Shares under Option: 1,000,000
	 
	 	 
	Exercisability:

	 	Subject to the terms of the Plan and this Agreement, your Option may be exercised on and after the dates
indicated below as to the number of Shares set forth below opposite each such date, plus any Shares as to which
your Option could have been exercised previously but was not so exercised.






	 	 	 
	Shares	 	Date
	200,000

	 	June 16, 2009
	200,000

	 	June 16, 2010
	200,000

	 	June 16, 2011
	200,000

	 	June 16, 2012
	200,000

	 	June 16, 2013






	 	 	 
	 

	 	Notwithstanding the foregoing, in no event shall your Option become
exercisable for more than 200,000 Shares unless and until the Company’s
shareholders shall have approved an increase of not less than 800,000 Shares
in the maximum number of Shares which may be sold or awarded under the Plan.
Further notwithstanding the foregoing, but subject to the immediately
preceding sentence, (a) in the event of your Termination due to your death,
your Option, if not then fully exercisable, shall become exercisable for
200,000 Shares in addition to those for which the Option was exercisable
immediately prior to such Termination, and (b) upon the occurrence of a
Change of Control, your Option shall become fully exercisable as to the full
number of Shares under your Option.
	 
	 	 
	Expiration Date:

	 	Your Option will expire ten years from the Date of Grant,
subject to earlier termination as set forth in the Plan
and this Agreement.
	 
	 	 
	Rejection:

	 	If you do not want to accept your Option, please return
this Agreement, executed by you on the last page of this
Agreement, at any time within ninety (90) days after the
Date of Grant to Golfsmith International Holdings, Inc.
11000 N. IH-35, Austin, TX 78753. Do not return a signed
copy of this Agreement if you accept your Option. If you
do not return a signed copy of this Agreement within
ninety (90) days after the Date of Grant, you will have
accepted your Option and agreed to the terms and
conditions set forth in this Agreement and the terms and
conditions of the Plan.






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Nonqualified Stock Option Award Agreement




               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.



          1. Definitions.




               (a) Capitalized terms used but not defined herein have the meaning set forth in the Golfsmith
International Holdings, Inc. 2006 Incentive Compensation Plan (the “Plan”).



               (b) Disability. Disability shall have the meaning contained in Participant’s employment
agreement, if applicable. If no such employment agreement exists, Participant’s employment with
Golfsmith, a Subsidiary, or an Affiliate shall be treated as terminating by reason of a
“Disability” if the Committee determines that his or her employment terminated because he or she no
longer was able to perform the essential functions of his or her job as a result of a physical or
mental illness even with reasonable accommodation by Golfsmith or a Subsidiary, or an Affiliate.



               (d) Retirement. Participant’s employment shall be treated as terminating by reason of
Retirement if his or her employment with Golfsmith, a Subsidiary, or an Affiliate terminates for
any reason other than Cause on or after the date he or she reaches at least age 60.



          2. Grant of the Option.




               Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby
grants to the Participant, pursuant to the Plan, the right and option (the “Option”) to purchase
all or any part of the number of shares of common stock of the Company, par value $0.001 per share
(“Shares”), as set forth in the Grant Notice at an Option Price (“Option Price”) per Share and on
the other terms as set forth in the Grant Notice.



          3. Exercisability of the Option.




               The Option shall vest and become exercisable in accordance with the exercisability schedule
and other terms set forth in the Grant Notice. The Option shall terminate on the Expiration Date
(the “Expiration Date”) set forth in the Grant Notice, subject to earlier termination as set forth
in the Plan and this Agreement.



          4. Method of Exercise of the Option.




               (a) The Participant may exercise the Option, to the extent then exercisable, by delivering a
written notice to the Company in a form specified or accepted by the Company, specifying the number
of Shares with respect to which the Option is being exercised. Such notice must be signed by the
Participant or any other person then having the right to exercise the Option.



               (b) At the time the Participant exercises the Option, the Participant shall pay the Option
Price of the Shares as to which the Option is being exercised to the Company (i) in United States
dollars by personal check, bank draft or money order; (ii) subject to such terms, conditions and
limitations as the Committee may prescribe, by tendering (either by actual delivery or attestation)
unencumbered Shares previously acquired by the Participant having an aggregate Fair Market Value at
the time of exercise equal to the total Option Price of the Shares for which the Option is so
exercised; (iii) subject to such terms, conditions and limitations as the Committee may prescribe,
a cashless (broker-assisted) exercise that complies with all applicable laws; or (iv) by a
combination of the consideration provided for in the foregoing clauses (i), (ii) and (iii).



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          5. Termination.




               The Option shall terminate upon the Participant’s Termination for any reason and no Shares may
thereafter be purchased under the Option except as provided below. Notwithstanding anything
contained in this Agreement, the Option shall not be exercised after the Expiration Date.



               (a) Termination without Cause or for Good Reason. If the Participant’s Termination is by the
Company, a Subsidiary or an Affiliate without Cause or by the Participant for Good Reason or due to
the Participant’s Retirement, the Option, to the extent exercisable as of the date of such
Termination, shall thereafter be exercisable for a period of three months from the date of such
Termination.



               (b) Death and Disability. If the Participant’s Termination is due to the Participant’s death
or Disability, the Option, to the extent exercisable as of the date of such Termination, shall
thereafter be exercisable until the one-year anniversary of the date of such Termination.



               (d) Termination for Cause or without Good Reason. If the Participant’s Termination is by the
Company, a Subsidiary or an Affiliate for Cause (even if on the date of such Termination the
Participant has met the definition of Retirement or Disability) or by the Participant without Good
Reason, then the portion of the Option that has not been exercised shall immediately terminate.



          6. Transferability of the Option.




               The Option shall not be transferable otherwise than by will or the laws of descent and
distribution, and is exercisable, during the lifetime of the Optionee, only by him; provided that
the Option may be exercised after the Optionee’s death by the beneficiary most recently named by
the Optionee in a written designation thereof filed by the Optionee with the Company, in accordance
with the Plan. No transfer of the Option by will or the laws of descent and distribution shall be
effective to bind the Company unless the Committee is furnished with (a) written notice thereof and
with a copy of the will and/or such evidence as the Committee may deem necessary to establish the
validity of the transfer and (b) an agreement by the transferee to comply with all the terms and
conditions of the Option that are or would have been applicable to the Participant and to be bound
by the acknowledgements made by the Participant in connection with the grant of the Option.



          7. Taxes and Withholdings.




               At the time of receipt of Shares upon the exercise of all or any part of the Option, the
Participant shall pay to the Company in cash (or make other arrangements, in accordance with
Article XVI of the Plan, for the satisfaction of) any taxes of any kind required by law to be
withheld with respect to such Shares; provided, however, that pursuant to any procedures, and
subject to any limitations as the Committee may prescribe and subject to applicable law, the
Participant may elect to satisfy, in whole or in part, such withholding obligations by (a)
directing the Company to withhold Shares otherwise deliverable to the Participant pursuant to the
Option (provided, however, that the amount of any Shares so withheld shall not exceed the amount
necessary to satisfy required Federal, state, local and non-United States withholding obligations
using the minimum statutory withholding rates for Federal, state, local and/or non-U.S. tax
purposes, including payroll taxes, that are applicable to supplemental taxable income) and/or (b)
tendering to the Company Shares owned by the Participant (or the Participant and the Participant’s
spouse jointly) and held by the Participant (or by the Participant and the Participant’s spouse
jointly) for not less than two (2) months prior to the date of such tender based, in each case, on
the Fair Market Value of the Shares on the payment date as determined by the Committee. Any such
election made by the Participant must be irrevocable, made in writing, signed by the Participant,
and shall be subject to any restrictions or limitations that the Committee, in its sole discretion,
deems appropriate.



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          8. No Rights as a Shareholder.




               Neither the Participant nor any other person shall become the beneficial owner of the Shares
subject to the Option, nor have any rights to dividends or other rights as a shareholder with
respect to any such Shares, until the Participant has actually received such Shares following the
exercise of the Option in accordance with the terms of the Plan and this Agreement.



          9. No Right to Continued Employment.




               Neither the Option nor any terms contained in this Agreement shall confer upon the Participant
any express or implied right to be retained in the employment or service of the Company or any
Subsidiary or Affiliate for any period, nor restrict in any way the right of the Company or any
Subsidiary or Affiliate, which right is hereby expressly reserved, to terminate the Participant’s
employment or service at any time for any reason. The Participant acknowledges and agrees that any
right to exercise the Option is earned only by continuing as an employee of the Company or a
Subsidiary or an Affiliate at the will of the Company or such Subsidiary or Affiliate, or
satisfaction of any other applicable terms and conditions contained in the Plan and this Agreement,
and not through the act of being hired, being granted the Option or acquiring Shares hereunder.



          10. The Plan.




               In consideration for this grant, you agree to comply with the terms of the Plan and this
Agreement. This Agreement is subject to all the terms, provisions and conditions of the Plan, which
are incorporated herein by reference, and to such regulations as may from time to time be adopted
by the Committee. In the event of any conflict between the provisions of the Plan and this
Agreement, the provisions of the Plan shall control, and this Agreement shall be deemed to be
modified accordingly. The Plan and the prospectus describing the Plan can be found on the
Company’s HR intranet. A paper copy of the Plan and the prospectus shall be provided to the
Participant upon the Participant’s written request to the Company at Golfsmith International
Holdings, Inc. 11000 N. IH-35, Austin, TX 78753.



          11. Compliance with Laws and Regulations.




               (a) The Option and the obligation of the Company to sell and deliver Shares hereunder shall be
subject in all respects to (i) all applicable Federal and state laws, rules and regulations and
(ii) any registration, qualification, approvals or other requirements imposed by any government or
regulatory agency or body which the Committee shall, in its discretion, determine to be necessary
or applicable. Moreover, the Option may not be exercised if its exercise, or the receipt of Shares
pursuant thereto, would be contrary to applicable law. If at any time the Company determines, in
its discretion, that the listing, registration or qualification of Shares upon any national
securities exchange or under any state or Federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable, the Company shall not be required to
deliver any certificates for Shares to the Participant or any other person pursuant to this
Agreement unless and until such listing, registration, qualification, consent or approval has been
effected or obtained, or otherwise provided for, free of any conditions not acceptable to the
Company.



               (b) It is intended that the Shares received upon the exercise of the Option shall have been
registered under the Securities Act. If the Participant is an “affiliate” of the Company, as that
term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the
Shares received except in compliance with Rule 144. Certificates representing Shares issued to an
“affiliate” of the Company may bear a legend setting forth such restrictions on the disposition or
transfer of the Shares as the Company deems appropriate to comply with Federal and state securities
laws.



               (c) If at the time of exercise of all or part of the Option, the Shares are not registered
under the Securities Act, and/or there is no current prospectus in effect under the Securities Act
with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to
the Participant by the Company pursuant to this Agreement, an agreement (in such form as the
Company may specify) in which the Participant represents and warrants that the Participant is
purchasing or acquiring the shares acquired under this Agreement for the Participant’s own account,
for investment only and not with a view to the resale or distribution thereof, and represents and
agrees



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that any subsequent offer for sale or distribution of any kind of such Shares shall be made
only pursuant to either (i) a registration statement on an appropriate form under the Securities
Act, which registration statement has become effective and is current with regard to the Shares
being offered or sold, or (ii) a specific exemption from the registration requirements of the
Securities Act, but in claiming such exemption the Participant shall, prior to any offer for sale
of such Shares, obtain a prior favorable written opinion, in form and substance satisfactory to the
Company, from counsel for or approved by the Company, as to the applicability of such exemption
thereto.



          12. Notices.




               All notices by the Participant or the Participant’s assignees shall be addressed to Golfsmith
International Holdings, Inc. 11000 N. IH-35, Austin, TX 78753, or such other address as the Company
may from time to time specify. All notices to the Participant shall be addressed to the
Participant at the Participant’s address in the Company’s records.



          13. Other Plans.




               The Participant acknowledges that any income derived from the exercise of the Option shall not
affect the Participant’s participation in, or benefits under, any other benefit plan or other
contract or arrangement maintained by the Company or any Subsidiary or Affiliate.



	 	 	 	 	 
	 	GOLFSMITH INTERNATIONAL HOLDINGS, INC.

 	 
	 	By: 	 /s/ Noel Wilens
 	 
	 	 	Printed:  	Noel Wilens 
	 	  	Its:   	Chairman, Compensation Committee
Golfsmith International Holdings, Inc.  	  



	 	 	 	 	 
	Board of Directors


I DO NOT accept this Option:

 	 
	Signature: 	/s/ Martin Hanaka
 	 	 	 
	 
	Printed
Name:  	Martin Hanaka 	 
	 




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