EXHIBIT 10.6


 


EMPLOYMENT AGREEMENT


 


TRUE TEMPER SPORTS, INC.


 


EMPLOYMENT AGREEMENT (the “Agreement”) dated
January 30, 2004 by and between TRUE TEMPER SPORTS, INC. (the “Company”)
and Scott Hennessy (the “Executive”).


 


WHEREAS, the Company desires to continue to employ
Executive and to enter into an agreement embodying the terms of such employment
during the Employment Term contemplated by this Agreement;


 


WHEREAS, the Company, the Executive and others have
entered into that certain Stock Purchase Agreement, dated January 30, 2004 (the
“SPA”);


 


WHEREAS, effective upon consummation of the
transactions contemplated by the SPA, Executive desires to accept such
continued employment and enter into such an agreement;


 


NOW, THEREFORE, strictly contingent upon the closing
of the transaction as provided in the SPA, in consideration of the foregoing
and the mutual covenants, representations, agreements, and promises set forth
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


1.             Term of Employment.  Subject to the provisions of Section 7
of this Agreement, Executive shall be employed by the Company for a period
commencing on the date on which the transactions contemplated by the SPA are
consummated (the “Effective Date”) and ending on December 31, 2005 (the
“Employment Term”), on the terms and subject to the conditions set forth
in this Agreement; provided, however, that commencing on December
31, 2005 and on each anniversary thereafter (December 31, 2005 and each
anniversary thereafter, being an “Extension Date”), the Employment Term
shall be automatically extended for an additional one-year period, unless the
Company or Executive provides the other party hereto 60 days prior written
notice before the next Extension Date that the Employment Term shall not be so
extended.


 


2.             Position.


 


(a)           During the Employment Term, Executive
shall serve as the Company’s President and Chief Executive Officer.  In such position, Executive shall have such
duties and authority as shall be determined from time to time by the Board of
Directors of the Company (the “Board”); provided such duties and
authorities are customary for a president and chief executive officer of a
comparable company.  During the
Employment Term, Executive shall report to the Board (and in any event not to
other officers or employees of the Company, in such other person’s capacity as
officer or employee) and all other officers of the Company shall report
directly or indirectly to Executive.


 


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(b)           During the Employment Term, Executive
will devote Executive’s full business time and efforts to the performance of
Executive’s duties hereunder and will not engage in any other business, profession
or occupation for compensation or otherwise which would conflict or interfere
with the rendition of such services either directly or indirectly, without the
prior written consent of the Board; provided that nothing herein shall
preclude Executive, subject to the prior approval of the Board, from accepting
appointment to or continuing to serve on any board of directors or trustees of
any business corporation or any charitable organization; provided in
each case, and in the aggregate, that such activities do not conflict or
interfere with the performance of Executive’s duties hereunder or conflict with
Section 8.  For purposes of this Section
2(b), the Company consents to Executive continuing to serve as the Chairman
and as a member of the Board of Trustees of Lausanne Collegiate School.


 


3.             Base Salary. During the
Employment Term, the Company shall pay Executive a base salary at the annual
rate of $400,000.00, payable in regular installments in accordance with the
Company’s usual payment practices.  Executive’s
base salary rate shall be subject to annual review, on the same review cycle as
the Company’s other senior executives (currently, in August or September of
each year), and adjustment, as may be determined from time to time in the sole
discretion of the Board.  Executive’s
annual base salary, as in effect from time to time, is hereinafter referred to
as the “Base Salary.”


 


4.             Annual Bonus.  With respect to each calendar year that ends
during the Employment Term, Executive shall be eligible to earn an annual bonus
award (an “Annual Bonus”) with a target of 100% of Executive’s Base
Salary (the “Target”) and an actual bonus amount less than, equal to or
greater than Target, based upon the terms and conditions of the Company’s
incentive compensation plan, as may be in effect from time to time.  The Company’s incentive compensation plan
for calendar year 2004, the Target and the performance goals applicable to
Executive for 2004 are set forth in Exhibit A, attached hereto.


 


5.             Employee Benefits.  Except as otherwise expressly provided
herein, during the Employment Term, Executive shall be eligible to participate
in the Company’s employee benefit plans and arrangements as may be in effect
from time to time (collectively, “Employee Benefits”), including but not
limited to the Company’s retirement plans and health and welfare plans, on a
substantially similar basis as those benefits are generally made available to
other senior executives of the Company.


 


6.             Business Expenses and
Perquisites.


 


(a)           Expenses.  During the Employment Term, reasonable
business expenses incurred by Executive in the performance of Executive’s
duties hereunder shall be reimbursed by the Company in accordance with Company
policies.


 


(b)           Perquisites.


 


(i)            Car Allowance.  During the Employment Term, the Company
shall pay to Executive a monthly car allowance in the amount of $1,350.00 per
month, subject to Company policies as may be in effect from time to time.


 


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(ii)           Club Membership.  During the Employment Term, the Company
shall provide Executive with monthly club fees and expenses, subject to Company
policy as may be in effect from time to time.


 


(iii)          Tax and Financial Services.  During the Employment Term, the Company
shall provide, or reimburse Executive for the expenses incurred for, tax
preparation and counseling and financial consulting services, subject to
Company policy as may be in effect from time to time and further subject to an
annual cap of $2,500.00.


 


(iv)          Executive Life Insurance.  During the Employment Term, the Company
shall continue to pay the premiums associated with Executive’s whole life
insurance policy with a death benefit of $1,125,000.00, and to take such
actions as otherwise may be necessary or appropriate to continue such life
insurance policy in effect.


 


7.             Termination.  The Employment Term and Executive’s
employment hereunder may be terminated by either party at any time and for any
reason; provided that Executive will be required to give the Company at
least 60 days advance written notice of any resignation of Executive’s
employment (other than for Good Reason). 
Notwithstanding any other provision of this Agreement, the provisions of
this Section 7, and the terms and conditions of any stock option and
restricted stock agreements between the Company and Executive in effect on the
date of termination of Executive’s employment hereunder shall exclusively
govern Executive’s rights upon termination of employment with the Company and
its subsidiaries.  Subject to the
provisions of Section 8 and Section 9, upon termination of
Executive’s employment hereunder Executive shall have no further obligations to
the Company under this Agreement or otherwise in respect of his employment by
the Company.


 


(a)           By the Company For Cause or By
Executive Resignation (other than for Good Reason).


 


(i)            The Employment Term and Executive’s
employment hereunder may be terminated by the Company for Cause (as defined
below) and shall terminate automatically upon Executive’s resignation (other
than for Good Reason, as defined below).


 


(ii)           For purposes of this Agreement, “Cause”
shall mean (A) Executive’s willful and continued failure substantially to
perform Executive’s duties hereunder (other than due to a Disability) for a
period of 10 days following written notice by the Company to Executive of such
failure, (B) dishonesty in the performance of Executive’s duties hereunder, (C)
an act or acts on Executive’s part constituting Executive’s conviction of, or
plea of nolo  contendere to a crime constituting (x) a felony
under the laws of the United States or any state thereof or (y) a misdemeanor
involving moral turpitude, (D) Executive’s willful malfeasance or willful
misconduct in connection with Executive’s duties hereunder or (E) Executive’s material
breach of the provisions of Sections 8 or 9 of this
Agreement.  Termination of Executive
shall not be deemed to be for “Cause” unless the Company shall have given
Executive written notice, at least five days prior to the effective date of
such termination, specifying the particulars for such termination and such
termination is effected by a majority vote of the entire Board.  For purposes of this


 


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Agreement, “Good
Reason” shall mean, without Executive’s express written consent, the
occurrence of any of the following: (A) the assignment to Executive of duties
materially inconsistent with his position as President and Chief Executive
Officer of the Company, or the assignment to Executive by the Board of
Directors of True Temper Corporation, the parent of the Company, of duties
materially inconsistent with his position as President and Chief Executive
Officer of True Temper Coporation, (B) a reduction of Executive’s Base Salary,
(C) a material reduction in the level of the Employee Benefits contemplated by Section
5 or the perquisites contemplated by Section 6(b) or (D) relocation
of Executive’s office location to a location not within 100 miles of his
current office location, provided that either of the events described in
clauses (A), (B) and (C) of this Section 7(c)(ii) shall constitute Good
Reason only if the Company fails to cure such event within 30 days after
receipt from Executive of written notice of the event which constitutes Good
Reason; provided, further, that “Good Reason” shall cease to
exist for an event on the 60th day following the later of its
occurrence or Executive’s knowledge of the facts constituting Good Reason,
unless Executive has given the Company written notice thereof prior to such
date.


 


(iii)          If Executive’s employment is
terminated by the Company for Cause, or if Executive resigns (other than for
Good Reason), Executive shall be entitled to receive:


 


(A)          the Base Salary through the date of
termination;


 


(B)           any Annual Bonus earned but unpaid as
of the date of termination for any previously completed fiscal year;


 


(C)           reimbursement for any unreimbursed
business expenses properly incurred by Executive in accordance with Company
policy prior to the date of Executive’s termination; and


 


(D)          such Employee Benefits, if any, as to
which Executive may be entitled under the employee benefit plans and
arrangements of the Company as of the date of termination and any perquisites
set forth herein (or that have subsequently been approved by the Board) through
the date of termination (the amounts described in clauses (A) through (D)
hereof being referred to as the “Accrued Rights”).


 


(iv)          Following such termination of
Executive’s employment by the Company for Cause or resignation by Executive (other
than for Good Reason), except as set forth in Section 7(a)(iii) and
except for rights under any stock option and restricted stock agreements
between the Company and Executive in effect on the date of termination of
Executive’s employment, Executive shall have no further rights to any
compensation or any other benefits under this Agreement.


 


(b)           Disability or Death.


 


(i)            The Employment Term and Executive’s
employment hereunder shall terminate upon Executive’s death and may be
terminated by the Company if Executive becomes physically or mentally
incapacitated and is therefore unable, for a period of six


 


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(6) consecutive
months or for an aggregate of nine (9) months in any twenty-four (24)
consecutive month period to perform Executive’s duties with reasonable
accommodation  (such incapacity is
hereinafter referred to as “Disability”).  Any question as to the existence of the Disability of Executive
as to which Executive and the Company cannot agree shall be determined in
writing by a qualified independent physician mutually acceptable to Executive
and the Company.  If Executive and the
Company cannot agree as to a qualified independent physician, each shall
appoint such a physician and those two physicians shall select a third who
shall make such determination in writing. 
The determination of Disability made in writing to the Company and
Executive shall be final and conclusive for all purposes of the Agreement.


 


(ii)           Upon termination of Executive’s
employment hereunder for either Disability or death, Executive or Executive’s
estate (as the case may be) shall be entitled to receive the Accrued Rights.


 


(iii)          Following Executive’s termination of
employment due to death or Disability, except as set forth in Section
7(b)(ii), and except for rights under any stock option and restricted stock
agreements between the Company and Executive in effect on the date of
termination of Executive’s employment, Executive shall have no further rights
to any compensation or any other benefits under this Agreement.


 


(c)           By the Company Without Cause or by
Executive for Good Reason.


 


(i)            The Employment Term and Executive’s
employment hereunder may be terminated by the Company without Cause or by
Executive for Good Reason.


 


(ii)           If Executive’s employment is
terminated by the Company without Cause (other than by reason of death or
Disability) or by Executive for Good Reason, Executive shall be entitled to
receive:


 


(A)          the Accrued Rights; and


 


(B)           subject to Executive’s continued compliance
with the provisions of Sections 8 and 9, continued payment of the
Base Salary for a period of 12 months.


 


(iii)          The Company’s obligation to make the
continued payments provided in Section 7(c)(ii)(B) above, shall be
strictly contingent upon Executive executing, and not revoking, a general
release and waiver of all claims against the Company and its affiliated
entities, relating to his employment or termination therefrom, in a form as
provided by the Company.


 


(iv)          Following Executive’s termination of
employment by the Company without Cause (other than by reason of Executive’s
death or Disability) or by Executive for Good Reason, except as set forth in Section
7(c)(ii) and except for rights under any stock option and restricted stock
agreements between the Company and Executive in effect on the date of
termination of Executive’s employment, Executive shall have no further rights
to any compensation or any other benefits under this Agreement.


 


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(d)           Expiration of Employment Term.


 


(i)            Election Not to Extend the
Employment Term.  In the event
either party elects not to extend the Employment Term pursuant to Section 1,
whether at the end of the initial Employment Term or a subsequent Extension
Date, unless Executive’s employment is earlier terminated pursuant to
paragraphs (a), (b) or (c) of this Section 7, Executive’s termination of
employment hereunder (whether or not Executive continues as an employee of the
Company thereafter) shall be deemed to occur at the close of business on the
next scheduled Extension Date and Executive shall be entitled to receive the
Accrued Rights.  In the event the
Company elects not to extend the Employment Term pursuant to Section 1,
whether at the end of the initial Employment Term or a subsequent Extension
Date and Executive’s employment is terminated at the close of business on the
next scheduled Extension Date, such termination shall be treated for all
purposes of this Agreement, including for purposes of determining the compensation
payable to Executive hereunder, as a termination by the Company without Cause
pursuant to Section 7(c).


 


Following such
termination of Executive’s employment hereunder as a result of either party’s
election not to extend the Employment Term, except as set forth in Section
7(d)(i) and except for rights under any stock option and restricted stock
agreements between the Company and Executive in effect on the date of
termination of Executive’s employment, Executive shall have no further rights
to any compensation nor any other benefits under this Agreement.


 


(ii)           Continued Employment Beyond the
Expiration of the Employment Term. 
Unless the parties otherwise agree in writing, continuation of
Executive’s employment with the Company beyond the expiration of the Employment
Term shall be deemed an employment at-will and shall not be deemed to extend
any of the provisions of this Agreement and Executive’s employment may
thereafter be terminated at will by either Executive or the Company; provided
that the provisions of Sections 8, 9 and 10 of this
Agreement shall survive any termination of this Agreement or Executive’s
termination of employment hereunder.


 


(e)           Notice of Termination.  Any purported termination of employment by
the Company or by Executive (other than due to Executive’s death) shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 11(h) hereof. 
For purposes of this Agreement, a “Notice of Termination” shall
mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of employment under
the provision so indicated.


 


(f)            Board/Committee Resignation.  Upon termination of Executive’s employment
for any reason, Executive agrees to resign, as of the date of such termination
and to the extent applicable, from the Board (and any committees thereof) and
the Board of Directors (and any committees thereof) of any of the Company’s
affiliates.


 


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8.             Non-Competition.


 


(a)           Executive acknowledges and recognizes
the highly competitive nature of the businesses of the Company and its
subsidiaries and accordingly agrees as follows:


 


(i)            During the Employment Term and, for
a period of two years following the date Executive ceases to be employed by the
Company, or a period of one year in the case of a termination by the Company
without Cause or by Executive for Good Reason, (such period being referred to
as the “Restricted Period”), Executive will not, whether on Executive’s
own behalf or on behalf of or in conjunction with any person, firm,
partnership, joint venture, association, corporation or other business
organization, entity or enterprise whatsoever (“Person”), directly or
indirectly solicit or assist in soliciting, in competition with the business of
the Company as it existed on the date of termination of Executive’s employment,
the business of any client or prospective client:


 


(A)          with whom Executive had personal
contact or dealings on behalf of the Company during the one year period
immediately preceding Executive’s termination of employment;


 


(B)           with whom employees reporting to
Executive, to the reasonable knowledge of Executive, had personal contact or
dealings on behalf of the Company during the one year period immediately
preceding the Executive’s termination of employment; or


 


(C)           for whom Executive had direct or
indirect responsibility during the one year immediately preceding Executive’s
termination of employment.


 


(ii)           During the Restricted Period,
Executive will not directly or indirectly:


 


(A)          engage in any business that competes
with the business of the  Company or its
subsidiaries as it existed on the date of Executive’s termination of employment
(including, without limitation, businesses which the Company or its
subsidiaries, as of such date, had specific plans to conduct in the future and
as to which Executive is aware of such planning) (a “Competitive Business”) in
any geographical area that is within 100 miles of any geographical area where
the Company or its subsidiaries manufactures, produces, sells, leases, rents,
licenses or otherwise provides its products or services;


 


(B)           enter the employ of, or render any
services to, any Person (or any division or controlled or controlling affiliate
of any Person) who or which engages in a Competitive Business;


 


(C)           acquire a financial interest in, or
otherwise become actively involved with, any Competitive Business, directly or
indirectly, as an individual, partner, shareholder, officer, director,
principal, agent, trustee or consultant; or


 


(D)          knowingly interfere with, or attempt
to interfere with, business relationships (whether formed before, on or after
the date of this Agreement)


 


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between the
Company or any of its subsidiaries and customers, clients, suppliers partners,
members or investors of the Company or its subsidiaries.


 


(iii)          Notwithstanding anything to the
contrary in this Agreement, Executive may, directly or indirectly own, as an
investment, securities of any Person engaged, directly or indirectly, in a
Competitive Business or any other business of the Company or its subsidiaries,
where such Person has securities that are publicly traded on a national or
regional stock exchange, the NASDAQ stock market or on the over-the-counter
market, if Executive (i) is not a controlling person of, or a member of a group
which controls, such person and (ii) does not, directly or indirectly, own 5%
or more of any class of equity securities of such Person.  Notwithstanding anything to the contrary in
this Agreement, nothing in this Agreement shall limit or otherwise restrict
Executive’s ability to be employed or retained by a Person that, directly or
indirectly or through its affiliates, engages in a Competitive Business so long
as Executive’s employment or engagement is unrelated to the Competitive
Business engaged in by such Person or its affiliates; provided, however,
that any business activity carried on by such Person at any division, entity or
level that reports to Executive shall be considered related to Executive’s
employment or engagement.


 


(iv)          During the Restricted Period,
Executive will not, whether on Executive’s own behalf or on behalf of or in
conjunction with any Person, directly or indirectly:


 


(A)          solicit or encourage any employee of
the Company or its subsidiaries to leave the employment of the Company or its
subsidiaries; provided, however, that nothing in this Section
8(a)(iv)(A) shall limit or restrict Executive’s ability to serve as a
reference for any such employee; or


 


(B)           hire any such employee who was
employed by the Company or its subsidiaries as of the date of Executive’s
termination of employment with the Company or who left the employment of the
Company or its subsidiaries coincident with, or within one year prior to, the
termination of Executive’s employment with the Company.


 


(v)           During the Restricted Period,
Executive will not, directly or indirectly, solicit or encourage to cease to
work with the Company or its subsidiaries any consultant then under contract
with the Company or its subsidiaries, unless unrelated to a Competitive
Business in a manner that does not interfere with the Company’s arrangement
with such consultant.


 


(b)           It is expressly understood and agreed
that although Executive and the Company consider the restrictions contained in
this Section 8 to be reasonable, if a final judicial determination is
made by a court of competent jurisdiction that the time or territory or any
other restriction contained in this Agreement is an unenforceable restriction
against Executive, the provisions of this Agreement shall not be rendered void
but shall be deemed amended to apply as to such maximum time and territory and
to such maximum extent as such court may judicially determine or indicate to be
enforceable.  Alternatively, if any
court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction


 


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cannot
be amended so as to make it enforceable, such finding shall not affect the
enforceability of any of the other restrictions contained herein.


 


9.             Confidentiality; Intellectual Property.


 


(a)           Confidentiality.


 


(i)            Executive will not at any time
(whether during or after Executive’s employment with the Company) (x) retain or
use for the benefit, purposes or account of Executive or any other Person; or
(y) disclose, divulge, reveal, communicate, share, transfer or provide access
to any Person outside the Company (other than its professional advisers), any
non-public, proprietary or confidential information—including without
limitation trade secrets, know-how, research and development, software,
databases, inventions, processes, formulae, technology, designs and other
intellectual property, information concerning finances, investments, profits,
pricing, costs, products, services, vendors, customers, clients, partners,
investors, personnel, compensation, recruiting, training, advertising, sales,
marketing, promotions, government and regulatory activities and
approvals—concerning the past, current or future business, activities and
operations of the Company or subsidiaries and/or any third party that has
disclosed or provided any of same to the Company on a confidential basis (“Confidential
Information”) without the prior written authorization of the Board.  Notwithstanding the foregoing, Executive may
disclose Confidential Information to his advisors and counsel for the purpose
of obtaining advice in respect of his rights and obligations under this
Agreement and may, subject to the extent practicable to normal and customary
confidentiality provisions, disclose such information to the extent necessary
or advisable in connection with Executive’s assertion of his rights under this
Agreement or the defense of any claims against Executive hereunder or
otherwise.


 


(ii)           “Confidential Information” shall not
include any information that is (a) generally known to the industry or the
public other than as a result of Executive’s breach of this covenant or any
breach of other confidentiality obligations by Executive; (b) made available to
Executive by a third party without, to the reasonable knowledge of Executive,
breach of any confidentiality obligation; or (c) required by law to be
disclosed; provided that Executive shall give prompt written notice to
the Company of such requirement, disclose no more information than is so
required, and cooperate, at the cost and expense of the Company, with any
attempts by the Company to obtain a protective order or similar treatment.


 


(iii)          Except as required by law, or approved
by the Board, Executive will not disclose to anyone, other than Executive’s
immediate family and legal, financial or professional advisors, the contents of
this Agreement prior to the end of the Restricted Period; provided that
Executive shall be required to disclose to any prospective future employer the
provisions of Sections 8 and 9 of this Agreement (without the
balance of this Agreement) provided they agree to maintain the
confidentiality of such terms. 
Notwithstanding anything herein to the contrary, any party to this
Agreement (and any employee, representative, or other agent of any party to
this Agreement) may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of


 


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the transactions
contemplated by this Agreement and all materials of any kind (including
opinions or other tax analyses) that are provided to it relating to such tax
treatment and tax structure.  However,
any such information relating to the tax treatment or tax structure is required
to be kept confidential to the extent necessary to comply with any applicable
federal or state securities laws.


 


(iv)          Upon termination of Executive’s
employment with the Company for any reason, Executive shall (x) cease and not
thereafter commence use of any Confidential Information or intellectual property
(including, without limitation, any patent, invention, copyright, trade secret,
trademark, trade name, logo, domain name or other source indicator) owned by
the Company or its subsidiaries; (y) immediately destroy, delete, or return to
the Company, at the Company’s option, all originals and copies in any form or
medium (including memoranda, books, papers, plans, computer files, letters and
other data) in Executive’s possession or control (including any of the
foregoing stored or located in Executive’s office, home, laptop or other
computer, whether or not Company property) that contain Confidential
Information, except that Executive may retain only those portions of any
personal notes, notebooks and diaries that do not contain any Confidential
Information; and (z) notify and fully cooperate with the Company regarding the
delivery or destruction of any other Confidential Information of which
Executive is or becomes aware.


 


(b)           Intellectual Property.


 


(i)            If Executive creates, invents,
designs, develops, contributes to or improves any works of authorship,
inventions, intellectual property, materials, documents or other work product
(including, without limitation, research, reports, software, databases,
systems, applications, presentations, textual works, content, or audiovisual
materials) (“Works”), either alone or with third parties, at any time
during Executive’s employment by the Company and within the scope of such
employment and/or with the use of any of the Company resources (“Company
Works”), Executive shall promptly and fully disclose same to the Company
and hereby irrevocably assigns, transfers and coveys, to the maximum extent
permitted by applicable law, all rights and intellectual property rights
therein (including rights under patent, industrial property, copyright,
trademark, trade secret, unfair competition and related laws) to the Company to
the extent ownership of any such rights does not vest originally in the
Company.


 


(ii)           Executive agrees to keep and maintain
adequate and current written records (in the form of notes, sketches, drawings,
and any other form or media requested by the Company) of all Company
Works.  The records will be available to
and remain the sole property and intellectual property of the Company at all
times.


 


(iii)          Executive shall take all requested
actions and execute all requested documents (including any licenses or
assignments required by a government contract) at the Company’s cost and
expense (but without further remuneration) to assist the Company in validating,
maintaining, protecting, enforcing, perfecting, recording, patenting or
registering any of the Company’s rights in the Company Works.  If the Company is unable for any other
reason to secure Executive’s signature on any document


 


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for this purpose,
then Executive hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as Executive’s agent and attorney in fact,
to act for and in Executive’s behalf and stead to execute any documents and to
do all other lawfully permitted acts in connection with the foregoing.


 


(iv)          Executive shall comply with all
relevant policies and guidelines of the Company, including regarding the
protection of confidential information and intellectual property and potential
conflicts of interest; provided that such policies and guidelines are
approved by the Board, or by the Executive in his capacity as President and
Chief Executive Officer of the Company, and communicated to Executive and are
applicable generally to employees of the Company.  Executive acknowledges that the Company may amend any such
policies and guidelines from time to time, and that Executive remains at all
times bound by their most current version.


 


(v)           The provisions of this Section 9
shall survive the termination of Executive’s employment for any reason.


 


10.           Specific Performance.  Executive acknowledges and agrees that the
Company’s remedies at law for a breach or threatened breach of any of the
provisions of Section 8 or Section 9 would be inadequate and
the Company would suffer irreparable damages as a result of such breach or
threatened breach.  In recognition of
this fact, Executive agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law, the Company, without posting any
bond, shall be entitled to suspend making any payments (provided that
all such suspended payments are timely paid into a commercially reasonable
escrow account pending final determination, provided  further,
that Executive is given notice in advance of such suspension) or providing any
benefit otherwise required by this Agreement and obtain equitable relief in the
form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.


 


11.           Miscellaneous.


 


(a)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflicts of laws principles of any jurisdiction.


 


(b)           Entire Agreement/Amendments.  This Agreement contains the entire
understanding of the parties with respect to the employment of Executive by the
Company.  There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties
with respect to the subject matter herein other than those expressly set forth
herein.  This Agreement may not be
altered, modified, supplemented, or amended except by written instrument signed
by the parties hereto.


 


(c)           No Waiver.  The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered
a waiver of such party’s rights or deprive such party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.


 


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(d)           Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected thereby.


 


(e)           Assignment.  This Agreement, and all of Executive’s
rights and duties hereunder, shall not be assignable or delegable by
Executive.  Any purported assignment or
delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect.  This Agreement may be assigned by the
Company to a person or entity which is an affiliate or a successor in interest
to substantially all of the business operations of the Company.  Upon such assignment, the rights and
obligations of the Company hereunder shall become the rights and obligations of
such affiliate or successor person or entity; provided, however, that no such
assignment shall relieve the Company of its obligations hereunder.


 


(f)            Set Off/No Mitigation.  The Company’s obligation to pay Executive
the amounts provided and to make the arrangements provided hereunder shall be
subject to set-off, counterclaim or recoupment of amounts owed by Executive to
the Company or its affiliates.  The
Executive’s obligation to pay the Company amounts owed to the Company or its
affiliates shall be subject to set-off, counterclaim or recoupment of amounts
owed by the Company to the Executive hereunder.  Notwithstanding the foregoing, in the event of termination of
Executive’s employment from the Company for any reason, Executive shall be
under no obligation to seek other employment and there shall be no offset
against any amounts due Executive under this Agreement or otherwise on account
of any compensation or other remuneration attributable to any other employment
Executive may obtain.


 


(g)           Successors; Binding Agreement.  This Agreement shall inure to the benefit of
and be binding upon personal or legal representatives, executors,
administrators, permitted successors, heirs, distributes, devisees and
legatees.


 


(h)           Notice.  For the purpose of this Agreement, notices
and all other communications provided for in the Agreement shall be in writing
and shall be deemed to have been duly given when delivered by hand or overnight
courier or three days after it has been mailed by United States registered
mail, return receipt requested, postage prepaid, addressed to the respective
addresses set forth below in this Agreement, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.


 


If to the Company:


 


True Temper Sports, Inc.


8275 Tournament Drive,
Suite 200


Memphis, Tennessee  38125


Telephone:


Telecopy:  901-746-2162


Attn:  Stephen Brown


 


with a copy to


 


12

















 


TTC Holdings LLC 


c/o Gilbert Global Equity
Capital, L.L.C.


590 Madison Ave., 40th
Floor


New York, New York  10022


Telephone: 212-702-7980


Telecopy:   212-702-7990


Attn:  Jeffrey W. Johnson


 


and a copy to:


 


Mayer, Brown,
Rowe & Maw LLP


1675 Broadway 


New York, New York  10019


Telephone:  212-506-2500 


Telecopy:  212-262-1910 


Attn:  Thomas M. Vitale, Esq.


 


If to Executive:


 


To the most recent
address of Executive set forth in the personnel records of the Company


 


(i)            Prior Agreements.  As of the Effective Date, this Agreement
supercedes all prior agreements and understanding (including verbal agreements)
between Executive and the Company and/or its subsidiaries regarding the terms
and conditions of Executive’s employment with the Company and/or its
subsidiaries.


 


(j)            Cooperation.  Executive shall provide Executive’s
reasonable cooperation at the cost and expense of the Company in connection
with any action or proceeding (or any appeal from any action or proceeding)
which relates to events occurring during Executive’s employment hereunder.  This provision shall survive any termination
of this Agreement.


 


(k)           Withholding Taxes.  The Company may withhold from any amounts
payable under this Agreement such Federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.


 


(l)            Counterparts and Effectiveness.  This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  Notwithstanding any of the provisions of
this Agreement, this Agreement shall only become effective upon consummation of
the transactions contemplated by the SPA and nothing in this Agreement shall
affect in any way the employment relationship of Executive with the Company
prior to the consummation of the transactions contemplated by the SPA.


 


[Signature page follows]


 


13

















 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the day and year first
above written.


 


	
   

  	
  TRUE TEMPER SPORTS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scott Hennessy

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


14

















 


EXHIBIT A


 


EMPLOYMENT AGREEMENT

between 

TRUE TEMPER SPORTS, INC.

and

SCOTT HENNESSY


 


2004 INCENTIVE COMPENSATION


 


Pursuant to Section
4 of the Agreement, Executive’s Annual Bonus for calendar year 2004 shall
be based on the following:


 


•                  An Annual Bonus
at Target in the event that the Company’s 2004 EBITDA equals $41,000,000.00.


 


•                  An annual bonus
less than or greater than Target in the event that the Company’s 2004 EBITDA is
less than or greater than $41,000,000.00, based on such adjustment parameters
as may be agreed to by the Board in consultation with Executive prior to the
Effective Date.


 


15