EX-10.21



 







Exhibit 10.21




JAMES D. THOMPSON




AMENDED AND RESTATED




EMPLOYMENT AGREEMENT




WITH




GOLFSMITH INTERNATIONAL, INC.




     This is an Amended and Restated Employment Agreement (this “Employment Agreement”), dated as
of May 30, 2006, entered into between Golfsmith International, Inc., a Delaware corporation (the
“Company”), and James D. Thompson (“Executive”).



RECITALS:




     WHEREAS, the Company and Executive desire that Executive provide the Company employment
services upon the terms and conditions set forth below;



     WHEREAS, this Employment Agreement was originally entered into as a condition of the parties
consummating their obligations under the Agreement and Plan of Merger (the “Merger Agreement”)
dated as of September 20, 2002, by and among the Company, Golfsmith International Holdings, Inc., a
Delaware corporation (“Parent”), and BGA Acquisition Corporation, a Delaware corporation and a
wholly-owned Subsidiary of Parent (“Sub”), which agreement shall be referred to herein as the
“Original Employment Agreement;”



     WHEREAS, pursuant to Section 7(f) of the Original Employment Agreement, no amendment of the
Original Employment Agreement shall be effective unless it is in writing and signed by the Company
and Executive; and



     WHEREAS, the Company and Executive mutually desire to amend and restate this Employment
Agreement as set forth herein, to be effective as of the Amended and Restated Effective Date (as
defined in Section 1(a)), and further mutually desire to honor the Original Employment Agreement,
subject to the terms and conditions thereof, until such Amended and Restated Effective Date.



     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the
parties, intending to be legally bound, agree as follows:



AGREEMENT:




SECTION 1. TERM OF EMPLOYMENT




     (a) Effective Date. Subject to the terms and conditions set forth in this Employment
Agreement, the Company agrees to employ Executive, and Executive agrees to be employed by the
Company for the three year period starting upon the earlier date to occur of (a) an IPO and (b) a
Sale of the Company (such date being the “Amended and Restated Effective Date”).



 









 





     (b) Term. Subject to earlier termination pursuant to Section 5, the initial
three-year term of this Employment Agreement is subject to automatic one year extensions starting
on the third anniversary of the Amended and Restated Effective Date and on each subsequent
anniversary date, unless, at least 30 days before any such subsequent anniversary date, Executive
or the Company cancels the automatic extension by giving written notice to the other party of its
election to cancel such extension, in which case the term of Executive’s employment hereunder shall
terminate as of such anniversary date.



SECTION 2. DEFINITIONS





     “Affiliate” as used in this Employment Agreement is defined in Rule 405 under the
Federal Securities Act of 1933, as amended.




     “Cause” means:




     (1) Executive’s (i) fraud, (ii) embezzlement, or (iii) misappropriation of material
funds or other material Property (as defined in Section 6(a)), in each case involving or
against the Company or any of its Affiliates;




     (2) Executive’s indictment for or conviction of any felony or any crime which involves
dishonesty or a breach of trust;




     (3) Executive’s gross negligence or willful misconduct with respect to the Company or
any of its Affiliates which causes material detriment to the Company or any of its
Affiliates;




     (4) Executive commits a violation of the United States’ Foreign Corrupt Practices Act
of 1977, as amended, and such violation is not cured, or is not capable of being cured,
within thirty days of written notice to Executive from the Company;




     (5) the debarment of Executive from engaging in contracting or sub-contracting
activities with the United States Government if such debarment is the result of a final
determination by an agency of such government that Executive knowingly acted in a manner
justifying such debarment;




     (6) Executive commits a violation of the Company’s code of ethics or code of business
conduct, including but not limited to the Company’s Code of Business Conduct and Ethics for
Directors, Officers and Employees and Code of Ethics for Senior Executive and Financial
Officers, which the Board of Directors of the Company reasonably determines makes him no
longer able or fit to fulfill his responsibilities under this Employment Agreement, and
which is not cured, or is not capable of being cured, within thirty days after written
notice thereof is given to the Executive by the Company,




     (7) Executive engages in any material breach of the terms of this Employment Agreement
or fails to fulfill his duties under this Employment Agreement and such breach or failure,
as the case may be, is not cured, or is not capable of being cured, within thirty days after
written notice thereof is given to the Executive by the Company; or



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     (8) Executive (i) is censured by any agency of the United States Government or (ii)
fails to satisfy any requirement of any agency of the United States Government which the
Board of Directors of the Company reasonably determines has a material and adverse effect on
his ability to fulfill his duties under this Employment Agreement and such failure is not
cured within thirty days after written notice thereof is given to the Executive by the
Company.




   
  “Competing Business” means any business which designs, distributes, sells or markets
golf equipment and golf related products, or any other business in which the Company or any
of its Affiliates is substantially engaged, (1) at any time during the Term, or (2) for
purposes of the Restricted Period, at any time during the one-year period immediately
preceding the termination of Executive’s employment hereunder. Notwithstanding the
foregoing, a Competing Business shall not include (i) suppliers of the Company or any of its
Affiliates, or (ii) any entity that receives less than 25% of its revenue from the retail
sales of golf equipment or golf related products, so long as, in the case of either
clause (i) or (ii), Executive does not engage in the design, distribution, sales or
marketing of golf equipment or golf related products.




     “Date
of Termination” means the date that Executive’s employment with the Company is
terminated.




     “Disability” means a condition which renders Executive unable (as determined by
the Board of Directors of the Company in good faith after consultation with a health care
provider selected by the Board of Directors of the Company after good faith consultation
with Executive or his legal representative) to regularly perform his duties hereunder by
reason of illness or injury for a period of more than six consecutive months.




     “Earned Bonus” means the Annual Bonus, determined based on the actual performance of
the Company for the full fiscal year in which Executive’s employment terminates, that
Executive would have earned for the year in which his employment terminates had he remained
employed for the entire year, prorated based on the ratio of the number of days during such
year that Executive was employed to 365. Such Earned Bonus will be determined and paid to
Executive no later than sixty (60) days following the delivery of the auditor’s report for
the fiscal year in which Executive’s employment terminates, if he is entitled to such Earned
Bonus under Section 5(b), Section 5(d),  or Section 5(e).




     “Good Reason” means (i) a material and continuing failure to pay to Executive
compensation or benefits (as described in Section 4) that have been earned, if any,
by Executive, (ii) a material reduction in Executive’s compensation or benefits (as
described in Section 4), (iii) a material reduction, without Executive’s written consent, in
Executive’s title, position or duties, (iv) relocation, without Executive’s written consent,
of Executive’s principle worksite in Austin, Texas, to a location further than 50 miles from
Austin, Texas, or (v) any breach by the Company of this Employment Agreement which is
material and which is not cured within thirty days after written notice thereof to the
Company from Executive.



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     “IPO” means the first sale of Parent’s common stock in a firm commitment underwritten
public offering registered under the Securities Act of 1933, as amended.




     “ISP” means the Golfsmith International Holdings, Inc. 2002 Incentive Stock Plan (“2002
ISP”) and the Golfsmith International Holdings, Inc. 2006 Incentive Compensation Plan, in
each case as amended from time to time.




     “Release” means a full and final release agreement executed by Executive releasing the
Company, its affiliated companies, its predecessors, successors and assigns, and each of
their officers, directors, agents, and employees from any and all claims, with the exception
of the Company’s breach of its post-employment obligations arising under this Employment
Agreement.




     “Restricted Period” means the two (2)-year period following the Date of Termination.




     “Sale of the Company” means any transaction or series of related transactions that
results in:




     (1) the acquisition of Parent or the Company by another person, entity or group of
persons or entities (including, without limitation, a merger, consolidation or
reorganization of Parent or the Company with or into another corporation), or




     (2) the sale of all or substantially all of Parent’s or the Company’s issued and
outstanding capital stock (other than in connection with an IPO), unless, in the case of
either clause (1) or (2) immediately preceding, the holders of the outstanding capital stock
of Parent or the Company, as applicable, as constituted immediately prior to such
acquisition or sale will, immediately after such acquisition or sale hold at least fifty
percent (50%) of the voting power of the surviving or acquiring entity; or




     (3) a sale, transfer or other disposition by Parent or the Company of all or
substantially all of the assets of Parent or the Company, as applicable.




     “Term” means the period of Executive’s employment by the Company and its Affiliates and
their respective predecessors prior to the Amended and Restated Effective Date and the
three-year period following the Amended and Restated Effective Date and any and all
subsequent full or partial one-year extensions thereto until terminated pursuant to the
provisions of this Employment Agreement.



SECTION 3. TITLE, POWERS AND DUTIES




     (a) Title. Executive shall be the President and Chief Executive Officer of the Company.



     (b) Powers and Duties.



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     (1) Executive in fulfilling his duties shall have such powers as are normally and
customarily associated with a president and chief executive officer in a company of similar
size and operating in a similar industry, including the power to hire and fire employees and
executives of the Company reporting to Executive and such other powers as authorized by the
Board of Directors of the Company.




     (2) Executive, as a condition to his employment under this Employment Agreement,
represents and warrants that he can assume and fulfill the duties described in this
Employment Agreement without any risk of violating any non-compete or other restrictive
covenant or other agreement to which he is a party.



     (c) Reporting Relationship. Executive shall report to the Board of Directors of the
Company.



     (d) Full Time Basis. Executive shall serve the Company faithfully and to the best of
his ability and will devote his full business time, energy, experience and talents to the business
of the Company and its Affiliates.



     (e) Geographic Area. Executive shall perform his duties principally in the Austin,
Texas metropolitan area and shall be required to travel outside of that area as necessary or
appropriate to the performance of his duties hereunder.



SECTION 4. COMPENSATION AND BENEFITS




     (a) Annual Base Salary. Executive’s base salary shall be $375,000 per year, which
amount may be reviewed and increased at the discretion of the Board of Directors of the Company or
any committee of the Board of Directors of the Company duly authorized to take such action.
Executive’s base salary shall be payable in accordance with the Company’s standard payroll
practices and policies for executives and shall be subject to such withholdings as required by law
or as otherwise permissible under such practices or policies.



     (b) Annual Bonus. The Company shall pay an Annual Bonus to Executive no later than
sixty (60) days following the delivery of the auditor’s report for the applicable fiscal year, in
the amount, and subject to the terms and conditions, set forth in Schedule A attached
hereto.



     (c) Employee Benefit Plans. Executive shall be eligible to participate, on terms no
less favorable to Executive than the terms for participation of any other senior executive of the
Company, in the employee benefit plans, programs and policies maintained by the Company in
accordance with the terms and conditions to participate in such plans, programs and policies as in
effect from time to time. The employee benefit plans described in this paragraph shall include (if
and for as long as the Company sponsors such plans):




     (1) 401(k) retirement savings plan;




     (2) disability plan;




     (3) health plan; and




     (4) ISP.



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     (d) Stock Options. Executive shall receive stock options at the discretion of the
Board of Directors of the Company, subject to the terms and conditions set forth in the ISP and any
corresponding option certificate granted to Executive under the ISP.



     (e) Vacation. Executive shall have the right to three weeks of vacation during each
successive one year period in the Term, which vacation time shall be taken at such time or times in
each such one year period so as not to materially and adversely interfere with the performance of
his duties under this Employment Agreement. Executive in addition shall have the right to the same
holidays as other employees of the Company.



     (f) Expense Reimbursements. Executive shall have the right to expense reimbursements
in accordance with the Company’s standard policy on expense reimbursements.



     (g) Country-club Membership. During the Term, the Company shall reimburse Executive
for reasonable monthly membership dues for one country-club membership in accordance with policies
established by the Company from time to time and upon receipt by the Company of appropriate
documentation.



     (h) Indemnification. With respect to Executive’s acts or failures to act during his
employment in his capacity as a director, officer, employee or agent of the Company, Executive
shall be entitled to indemnification from the Company, and to liability insurance coverage (if
any), on the same basis as other officers of the Company.



SECTION 5. TERMINATION OF EMPLOYMENT




     (a) General. The Board of Directors of the Company shall have the right to terminate
Executive’s employment at any time with or without Cause, and Executive shall have the right to
terminate his employment at any time with or without Good Reason. Except as otherwise provided in
this Employment Agreement, Executive’s participation in and entitlement to all fringe benefits or
employee benefit plans or programs shall cease upon the Date of Termination; however, nothing in
this Employment Agreement is intended to waive or abridge any right or benefit which was vested
under the terms and conditions of the applicable plan or program on or before the Date of
Termination.



     (b) Termination by Board of Directors without Cause, by cancellation, or by Executive for
Good Reason. If the Board of Directors of the Company terminates Executive’s employment
without Cause or cancels an automatic extension of this Employment Agreement under Section 1(b), or
if Executive resigns for Good Reason, the Company, in exchange for a Release, shall pay Executive:
(i) his earned but unpaid base salary and earned but unpaid Annual Bonus for any completed fiscal
year; (ii) 200% of his current total annual base salary (subject to such withholdings as required
by law) payable in twenty-four equal monthly installments during the twenty-four month period
immediately following such Date of Termination; (iii) the Executive’s Earned Bonus for the fiscal
year in which such Date of Termination occurs; and (iv) all then-outstanding options to acquire
Parent’s common stock that were granted to Executive under the 2002 ISP through the Amended and
Restated Effective Date shall continue to vest following the Date of Termination in accordance with
their then-current vesting schedules. This obligation shall remain in effect even if Executive
accepts other employment. In addition, the



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Company shall make any COBRA continuation coverage premium payments (not only for Executive,
but for Executive’s dependents), for the two year period following the Date of Termination or, if
earlier, until Executive is eligible to be covered under another substantially equivalent medical
insurance plan by a subsequent employer; provided, however, that the applicable period of
“continuation coverage” for purposes of COBRA shall be deemed to commence on the Date of
Termination.



     (c) Termination by the Board of Directors for Cause or by Executive without Good
Reason. If the Board of Directors of the Company terminates Executive’s employment for Cause
or Executive resigns without Good Reason, the Company’s only obligation to Executive under this
Employment Agreement shall be to pay Executive: (i) his earned but unpaid base salary up to the
Date of Termination; and (ii) his earned but unpaid Annual Bonus for any completed fiscal year,
Executive shall have no right to any Earned Bonus or any bonus payment prorated for a partial year.
The Company shall only be obligated to make such payments and provide such benefits under any
employee benefit plan, program or policy in which Executive was a participant as are explicitly
required to be paid to Executive by the terms of any such benefit plan, program or policy following
the Date of Termination.



     (d) Termination for Disability. The Board of Directors of the Company shall have the
right to terminate Executive’s employment on or after the date Executive has a Disability, and such
a termination shall not be treated as a termination without Cause under this Employment Agreement.
If Executive’s employment is terminated on account of a Disability, the Company, in exchange for a
Release, shall:




     (1) pay Executive his base salary through the last day of the month containing
his Date of Termination;




     (2) pay Executive his earned but unpaid Annual Bonus for any completed fiscal
year;




     (3) pay Executive his Earned Bonus for the fiscal year in which the Date of
Termination occurs;




     (4) pay or cause the payment of benefits to which Executive is entitled under
the terms of the disability plan of the Company covering the Executive at the time
of such Disability;




     (5) make such payments and provide such benefits as otherwise called for under
the terms of the ISP and each other employee benefit plan, program and policy in
which Executive was a participant;




     (6) all then-outstanding options to acquire Parent’s common stock that were
granted to Executive under the 2002 ISP through the Amended and Restated Effective
Date shall continue to vest following the Date of Termination in accordance with
their then-current vesting schedules; and




     (7) make any COBRA continuation coverage premium payments (not only for
Executive, but also for Executive’s dependents), for the one year period



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following the Date of Termination or, if earlier, until Executive is eligible
to be covered under another substantially equivalent medical insurance plan by a
subsequent employer; provided, however, that the applicable period of “continuation
coverage” for purposes of COBRA shall be deemed to commence on the Date of
Termination.



     (e) Death. If Executive’s employment terminates as a result of his death, the
Company, in exchange for a Release, shall:




     (1) pay Executive his base salary through the last day of the month containing
the Date of Termination;




     (2) Pay Executive his earned but unpaid Annual Bonus for any completed fiscal
year;




     (3) pay Executive his Earned Bonus, when actually determined, for the year in
which Executive’s death occurs,




     (4) make such payments and provide such benefits as otherwise called for under
the terms of the ISP and each other employee benefit plan, program and policy in
which Executive was a participant;




     (5) all then-outstanding options to acquire Parent’s common stock that were
granted to Executive under the 2002 ISP through the Amended and Restated Effective
Date shall continue to vest following the Date of Termination in accordance with
their then-current vesting schedules; and




     (6) make any COBRA continuation coverage premium payments for Executive’s
dependents, for the one year period following Executive’s death or, if earlier,
until such dependents are eligible to be covered under another substantially
equivalent medical insurance plan; provided, however, that the applicable period of
“continuation coverage” for purposes of COBRA shall be deemed to commence on the
Date of Termination.



SECTION 6. COVENANTS BY EXECUTIVE




     (a) Company Property. Executive upon the Date of Termination or, if earlier, upon the
Company’s request shall promptly return all Property which had been entrusted or made available to
Executive by the Company, where the term “Property” means all records, files, memoranda, reports,
price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software
and other property of any kind or description prepared, used or possessed by Executive during
Executive’s employment by the Company (and any duplicates of any such Property) together with any
and all information, ideas, concepts, discoveries, and inventions and the like (including, but not
limited to, Confidential Information as defined in Section 6(c)) conceived, made, developed or
acquired at any time by Executive individually or, with others during Executive’s employment which
relate to the Company, its business or its products or services.



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     (b) Trade Secrets. Executive agrees that Executive shall hold in a fiduciary capacity
for the benefit of the Company and its Affiliates and shall not directly or indirectly use or
disclose any Trade Secret that Executive may have acquired during the Term of Executive’s
employment by the Company, its Affiliates or any of their predecessors for so long as such
information remains a Trade Secret, where the term “Trade Secret” means information, including, but
not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a
device, a method, a technique, a drawing or a process that (i) derives economic value, actual or
potential, from not being generally known to, and not being generally readily ascertainable by
proper means by, other persons who can obtain economic value from its disclosure or use and (ii) is
the subject of reasonable efforts by the Company and any of its Affiliates to maintain its secrecy.
This Section 6(b) is intended to provide rights to the Company and its Affiliates which
are in addition to, not in lieu of, those rights the Company and its Affiliates have under the
common law or applicable statutes for the protection of trade secrets.



     (c) Confidential Information. Executive while employed by the Company or its
Affiliates and at all times thereafter shall hold in a fiduciary capacity for the benefit of the
Company and its Affiliates, and shall not directly or indirectly use or disclose, any Confidential
Information that Executive may have acquired (whether or not developed or compiled by Executive and
whether or not Executive is authorized to have access to such information) during the Term of, and
in the course of, or as a result of Executive’s employment by the Company or its Affiliates or
their predecessors without the prior written consent of the Board of Directors of the Company
unless and except to the extent that such disclosure is (i) made in the ordinary course of
Executive’s performance of his duties under this Employment Agreement or (ii) required by any
subpoena or other legal process (in which event Executive will give the Company prompt notice of
such subpoena or other legal process in order to permit the Company to seek appropriate protective
orders). For the purposes of this Employment Agreement, the term “Confidential Information” means
any secret, confidential or proprietary information possessed by or entrusted to the Company or any
of its Affiliates, including, without limitation, trade secrets, customer or supplier lists,
details of client or consultant contracts, current and anticipated customer requirements, pricing
policies, price lists, market studies, business plans, operational methods, marketing plans or
strategies, product development techniques or flaws, computer software programs (including object
code and source code), data and documentation data, base technologies, systems, structures and
architectures, inventions and ideas, past current and planned research and development,
compilations, devices, methods, techniques, processes, financial information and data, business
acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret
under this Employment Agreement) that has not become generally available to the public other than
through disclosure by Executive, and the term “Confidential Information” may include, but not be
limited to, future business plans, licensing strategies, advertising campaigns, information
regarding customers or suppliers, executives and independent contractors and the terms and
conditions of this Employment Agreement. The Confidential Information as described above may be in
any form, including, but not limited to, any intangible form such as unrecorded knowledge,
information, ideas, concepts, mental impressions, or may be embodied in equipment or other tangible
form, such as a document, drawings, photographs, computer code, software or other printed or
electronic media. Notwithstanding the provisions of this Section 6(c) to the contrary,
Executive shall be permitted to furnish this Employment Agreement to a subsequent employer or
prospective employer.



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     (d) Non-solicitation of Customers or Employees.




     (1) Executive (i) while employed by the Company or any of its Affiliates, shall not, on
Executive’s own behalf or on behalf of any person, firm, partnership, association,
corporation or business organization, entity or enterprise (other than the Company or one of
its Affiliates), solicit or attempt to solicit on behalf of a Competing Business customers
of the Company or any of its Affiliates, or induce or attempt to induce any such customers
or suppliers of the Company or any of its Affiliates to cease or reduce business with the
Company or any of its Affiliates, or knowingly interfere with the relationship between any
such customer, supplier or any other business relation and the Company or any such
Affiliate, and (ii) during the Restricted Period shall not, on Executive’s own behalf or on
behalf of any person, firm, partnership, association, corporation or business organization,
entity or enterprise, solicit or attempt to solicit on behalf of a Competing Business
customers of the Company or any of its Affiliates with whom Executive had contact or made
contact within the course of Executive’s employment by the Company or an Affiliate within
the twenty-four month period immediately preceding the beginning of the Restricted Period,
or induce or attempt to induce any such customers or suppliers of the Company or any of its
Affiliates to cease or reduce business with the Company or any of its Affiliates, or
knowingly interfere with any relationship between any such customer, supplier or any other
business relation and the Company or any such Affiliate.




     (2) Executive (i) while employed by the Company or any of its Affiliates shall not,
either directly or indirectly, except in the interest of the Company or any of its
Affiliates, call on, solicit or attempt to induce any other officer, employee or independent
contractor of the Company or any of its Affiliates to terminate his or her employment or
relationship with the Company or any such Affiliate and shall not assist any other person or
entity in such a solicitation (regardless of whether any such officer, employee or
independent contractor would commit a breach of contract by terminating his or her
employment), and (ii) during the Restricted Period, shall not, either directly or
indirectly, call on, solicit or attempt to induce any person who is or, during the twelve
month period immediately preceding the beginning of the Restricted Period, was an officer,
employee or independent contractor of the Company or any of its Affiliates to terminate his
or her employment or relationship with the Company or any of its Affiliates and shall not
assist any other person or entity in such a solicitation (regardless of whether any such
officer, employee or independent contractor would commit a breach of contract by terminating
his or her employment). Notwithstanding the foregoing, nothing herein shall prohibit any
person from independently contacting Executive about employment during the Restricted Period
provided that Executive does not solicit or initiate such contact.



     (e) Non-competition Obligation. Executive, while employed by the Company or any of
its Affiliates and thereafter during the Restricted Period will not, for himself or on behalf of
any other person, partnership, company or corporation, directly or indirectly, acquire any
financial or beneficial interest in (except as provided in the next sentence), be employed by, or
own, manage, operate or control, or become a director, officer, partner, employee, agent or
consultant of, any entity which is engaged in, or otherwise engage in, a Competing Business.
Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than



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two percent (2%) of any publicly traded corporation, whether or not such corporation is in a
Competing Business.



     (f) Nondisparagement. During the Term and at all times thereafter, Executive shall
not disparage or defame to third parties the Company, Parent or any of their respective Affiliates
or their respective officers or directors, or their respective employees or owners who were such
employees or owners during the Term, or, during the Term and the Restricted Period only, their
respective customers who were such customers during the Term. During the Term and at all times
thereafter, the Company, Parent and its Affiliates and their respective officers and directors
shall not disparage or defame Executive to third parties. Nothing contained in this Section
6(f) shall preclude Executive or the Company or Parent or any of the Company’s or Parent’s
respective Affiliates from enforcing his or their respective rights under this Employment
Agreement.



     (g) Reasonable and Continuing Obligations. Executive agrees that Executive’s
obligations under this Section 6 are obligations which will continue beyond the date
Executive’s employment terminates and that such obligations are reasonable, fair and equitable in
scope, terms and duration, are necessary to protect the Company’s legitimate business interests and
are a material inducement to the Company to enter into this Employment Agreement.



     (h) Remedy for Breach. Executive agrees that the remedies at law of the Company for
any actual or threatened breach by Executive of the covenants in this Section 6 would be
inadequate and that the Company shall be entitled to (i) cease or withhold payment to Executive of
any severance payments or benefits described in Section 5 for which he otherwise qualifies
under Section 5, and/or (ii) specific performance of the covenants in this Section
6, including entry of a temporary restraining order in state or federal court, preliminary and
permanent injunctive relief against activities in violation of this Section 6, or both, or
other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses
which the Company may be legally entitled to recover. The Company agrees to give Executive, and,
if known, Executive’s attorney, notice of any legal proceeding, including any application for a
temporary restraining order, relating to an attempt to enforce the covenants in this Section
6 against Executive. Executive acknowledges and agrees that the covenants in this Section
6 shall be construed as agreements independent of any other provision of this Employment
Agreement or any other agreement between the Company and Executive, and that the existence of any
claim or cause of action by Executive against the Company, whether predicated upon this Employment
Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company
of such covenants.



     (i) Scope of Covenants. The Company and Executive further acknowledge that the time,
scope, geographic area and other provisions of this Section 6 have been specifically
negotiated by sophisticated parties and agree that they consider the restrictions and covenants
contained in this Section 6 to be reasonable and necessary for the protection of the
interests of the Company and its Affiliates, but if any such restriction or covenant shall be held
by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced
in application, such restriction or covenant shall apply with such deletion or modification as may
be necessary to make it valid and enforceable.



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SECTION 7. MISCELLANEOUS




     (a) Notices. Notices and all other communications shall be in writing and shall be
deemed to have been duly given when personally delivered or when mailed by United States registered
or certified mail. Notices to the Company shall be sent to the following address or a more recent
address provided in writing by the Company to Executive:



	 	 	 
	 

	 	GOLFSMITH INTERNATIONAL, INC.,
	 

	 	c/o First Atlantic Capital, Ltd.
	 

	 	135 E. 57th Street, 29th Floor
	 

	 	New York, New York 10022
	 

	 	Attention: Noel Wilens
	 

	 	Facsimile: (212) 750-0300






     Notices and communications to Executive shall be sent to the following address or a more
recent address provided in writing by Executive to the Chair of the Board of Directors of the
Company:



	 	 	 	 	 	 	 
	 	 	James Thompson	 	 
	 
	 	4620 High Gate Drive	 	 
	 

	 	Austin, Texas 78730	 	 
	 

	 	 	 	 	 	 





     (b) No Waiver. No failure by either the Company or Executive at any time to give
notice of any breach by the other of, or to require compliance with, any condition or provision of
this Employment Agreement shall be deemed a waiver of any provisions or conditions of this
Employment Agreement.



     (c) Texas Law. This Employment Agreement shall be governed by Texas law without
reference to the choice of law principles thereof. Any litigation that may be brought by either
the Company or Executive involving the enforcement of this Employment Agreement or any rights,
duties, or obligations under this Employment Agreement, shall be brought exclusively in a Texas
state court or United States District Court in Texas.



     (d) Assignment. This Employment Agreement shall be binding upon and inure to the
benefit of the Company and any successor in interest to the Company or any segment of such
business. The Company may assign this Employment Agreement to any affiliate or successor that
acquires all or substantially all of the assets and business of the Company or a majority of the
voting interests of the Company, and no such assignment shall be treated as a termination of
Executive’s employment under this Employment Agreement. Executive’s rights and obligations under
this Employment Agreement are personal and shall not be assigned or transferred.



     (e) Other Agreements. Upon the Amended and Restated Effective Date, this Employment
Agreement replaces and merges any and all previous agreements and understandings regarding all the
terms and conditions of Executive’s employment relationship with the Company, and this Employment
Agreement constitutes the entire agreement between the Company and Executive with respect to such
terms and conditions; provided, however, that the Golfsmith International Holdings,
Inc. 2002 Incentive Stock Plan shall expressly survive the Amended and Restated Effective Date, and
no provision of this Employment Agreement shall



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have the effect of altering the Company’s obligations under the 2002 Stockholders Agreement
entered into upon the merger with Atlantic Equity Partners III, L.P.



     (f) Amendment. No amendment to this Employment Agreement shall be effective unless it
is in writing and signed by the Company and by Executive.



     (g) Invalidity. If any part of this Employment Agreement is held by a court of
competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be
unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable
part shall be deemed not to be part of this Employment Agreement.



     (h) Litigation. In the event that either party to this Employment Agreement
institutes litigation against the other party to enforce his or its respective rights under this
Employment Agreement, each party shall pay its own costs and expenses incurred in connection with
such litigation.



[The remainder of this page intentionally left blank.]




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     IN WITNESS WHEREOF, the Company and Executive have executed this Amended and Restated
Employment Agreement in multiple originals to be effective as of the Amended and Restated Effective
Date.



	 	 	 	 	 	 	 
	GOLFSMITH INTERNATIONAL, INC.	 	EXECUTIVE
	 
	 	 	 	 	 	 
	By:            /s/ Noel Wilens
	 	 	 	/s/ James D. Thompson	 	 
	 	 	 	 	 
	Name:

	 	Noel Wilens
	 	Name:
	 	James D. Thompson
	Title:
	 	Director	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	5/30/06	 	Date:	 	5/30/06
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Accepted and approved by:	 	 	 	 
	 
	 	 	 	 	 	 
	GOLFSMITH INTERNATIONAL	 	 	 	 
	HOLDINGS, INC.	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Noel Wilens	 	 	 	 
	 

	 	 	 	 	 	 
	Name:

	 	Noel Wilens	 	 	 	 
	Title:
	 	Director	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	5/30/06	 	 	 	 
	 

	 	 
	 	 	 	 






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SCHEDULE A




BONUS PROGRAM



For purposes of this Employment Agreement, the Executive’s annual bonus shall be calculated based
upon the Company attaining mutually agreed upon EBITDA targets for that fiscal year in accordance
with the following:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	% of EBITDA Target
	 	 	90.00	-	 	 	95.00	-	 	 	100.00	-	 	 	105.00	-	 	 	110.00	-	 	 	115.00	-	 	120% or
	 
	 	 	94.99	%	 	 	99.99	%	 	 	104.99	%	 	 	109.99	%	 	 	114.99	%	 	 	119.99	%	 	greater
	 
	% of Current Annual
Base Salary
	 	 	50	%	 	 	75	%	 	 	100	%	 	 	105	%	 	 	110	%	 	 	115	%	 	 	120	%