exv10w24



 







Exhibit 10.24




TERMINATION AGREEMENT




     THIS TERMINATION AGREEMENT (this “Agreement”), entered into as of May 22, 2006, by and
between Lawrence N. Mondry (the “Consultant”) whose address is 17532 Woods Edge Drive,
Dallas, TX 75287 and Golfsmith International Holdings, Inc. (the “Company”), whose
principal place of business is 11000 N. I H 35, Austin, TX 78753.



W I T N E S S E T H :




     WHEREAS, the Company and the Consultant are party to that certain Consulting Agreement, dated
as of June 9, 2005 (the “Consulting Agreement”); and



     WHEREAS, in connection with the Company’s proposed initial public offering of common stock,
the Company and the Consultant wish to terminate and discharge certain obligations of the parties
under the Consulting Agreement, subject to the limitations set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



Article I.

Termination




          1.1 Termination of the Consulting Agreement. Pursuant to Section 1 of the Consulting
Agreement, the Company and the Consultant hereby agree to terminate Sections 1, 2, 3 and 4 of the
Consulting Agreement effective as of the date hereof and hereby agree that the Company and the
Consultant shall have no further rights or obligations under such Sections following the date
hereof.




          1.2 Waiver of Severance. The Consultant hereby agrees to release the Company and any
and all of the Company’s predecessors, successors, assigns, subsidiaries, parents, branches,
divisions, affiliates, related entities and present and former officers, directors, employees and
agents (of either the Company or any and all of the Company’s predecessors, successors, assigns,
subsidiaries, parents, branches, divisions, affiliates and related entities) (collectively,
“Company Officials”), individually and in their official capacities, of and from all causes
of action, claims, damages, judgments or agreements of any kind including, but not limited to, all
matters arising out of the Consultant’s provision of services to the Company and the termination of
certain obligations under the Consulting Agreement pursuant to the Agreement.




          1.3 Other Provisions of the Consulting Agreement. Notwithstanding Section 1.1 hereof,
Sections 5, 6, 7 and 8 of the Consulting Agreement shall remain in full force and effect and shall
not be amended or altered in any way hereby.




 









 








Article II.




Miscellaneous




          2.1. Entire Agreement; Amendment. This Agreement contains the entire understanding of
the parties with respect to the subject matter contained herein. This Agreement supersedes all
prior and contemporaneous agreements, arrangements, contracts, discussions, negotiations,
undertakings and understandings (whether written or oral) among the parties with respect to such
subject matter. This Agreement may be amended only by a written instrument executed by each of the
parties hereto.




          2.2. Captions. Article and section captions used herein are for reference purposes
only, and shall not in any way affect the meaning or interpretation of this Agreement.




          2.3. Governing Law; Waiver. This Agreement shall be and any dispute arising under
this Agreement shall be governed by and construed in accordance with the substantive laws of the
State of New York, without regard to conflicts of laws and such principles thereof, or any other
law that would make the laws of any jurisdiction other than the State of New York applicable
hereto. To the extent permitted by applicable law, the parties hereto waive any provision of law
that renders any term or provision of this Agreement invalid or unenforceable in any respect.




          2.4. Severability. In case any provision in this Agreement shall be held invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
hereof will not in any way be affected or impaired thereby.




          2.5. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together will constitute one and the same
instrument.




[Remainder of the page intentionally blank.]




 









 






     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date
first written above.



	 	 	 	 	 
	 	 	LAWRENCE N. MONDRY
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Lawrence N. Mondry
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	GOLFSMITH INTERNATIONAL HOLDINGS, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	     /s/ Virginia Bunte
	 

	 	 	 	 
	 

	 	 	 	Name: Virginia Bunte
	 

	 	 	 	Title: Senior Vice President, Chief Financial Officer and Treasurer