Exhibit 10.1


 


GOLFSMITH
INTERNATIONAL HOLDINGS, INC.


 


2006
INCENTIVE COMPENSATION PLAN


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


This
Restricted Stock Unit Award Agreement (the “Agreement”)
is made, effective as of                           
(the “Grant Date”), by and between
Golfsmith International Holdings, Inc, (the “Company”)
and                               
(the “Participant”).


 


RECITALS:


 


WHEREAS, the Company has adopted the Golfsmith
International Holdings, Inc. 2006 Incentive Compensation Plan (the “Plan”) pursuant to which Restricted
Stock Units may be granted; and


 


WHEREAS, the Committee has determined that it is
in the best interests of the Company and its stockholders to grant the award of
Restricted Stock Units provided for herein 
(the “Restricted Stock Unit Award”)
to the Participant in recognition of the Participant’s services to the Company,
such grant to be subject to the terms set forth herein.


 


NOW,
THEREFORE, in
consideration for the mutual covenants hereinafter set forth, the parties hereto
agree as follows:


 


1.                                      Grant of Restricted Stock
Unit Award.  Pursuant to Section 8.1 of the  Plan, the Company hereby grants to the Participant on the
Grant Date, in the aggregate,                   
Restricted Stock Units on the terms and conditions set forth in this Agreement
and as otherwise provided in the Plan. 
Such Restricted Stock Units shall be credited to a separate account
maintained for the Participant on the books of the Company (the “Account”).  On any given date, the value of each
Restricted Stock Unit comprising the Restricted Stock Unit Award shall equal
the Fair Market Value of one Share.  The
Award shall vest and settle in accordance with Section 3 hereof.


 


2.                                      Incorporation by Reference. 
The provisions of the Plan are hereby incorporated herein by
reference.  Except as otherwise expressly
set forth herein, this Agreement shall be construed in accordance with the
provisions of the Plan and any capitalized terms not otherwise defined in this
Agreement shall have the definitions set forth in the Plan.  The Committee shall have the authority to
interpret and construe the Plan and this Agreement and to make any and all
determinations thereunder, and its decision shall be binding and conclusive
upon the Participant and his/her legal representative in respect of any
questions arising under the Plan or this Agreement.


 


3.                                      Terms and
Conditions.


 


(a)                                 Vesting
and Settlement.  Except as otherwise provided
in the Plan and this Agreement, and contingent upon the Participant’s continued
employment with the


 


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Company, [each Restricted Stock Unit Award shall vest and become
non-forfeitable on the           
anniversary][                  
percent (      %) of the Restricted Stock Unit
Award shall vest and become non-forfeitable on each of the first         
anniversaries] of the Grant Date (the “Vesting Date”).  Upon the Vesting Date (and in no event later
than March 15 of the year following the year in which the Restricted Stock
Units vest), subject to the Participant’s satisfaction of the Tax Withholding
requirements under Section 5, the Company shall (i) issue and deliver
to the Participant one Share for each Restricted Stock Unit subject to the
Restricted Stock Unit Award (the “RSU Shares”)
(and, upon such settlement, the Restricted Stock Units shall cease to be
credited to the Account) and (ii) enter the Participant’s name as a
stockholder of record with respect to the RSU Shares on the books of the
Company, provided, however, that the Committee, in its sole
discretion, may elect to deliver cash in lieu of RSU Shares otherwise
deliverable on such Vesting Date in an amount equal to the Fair Market Value of
such Shares on the Vesting Date.


 


(b)                                 Restrictions. 
The Restricted Stock Unit Award granted hereunder may not be sold,
pledged or otherwise transferred (other than by will or the laws of descent and
distribution) and may not be subject to lien, garnishment, attachment or other
legal process.  The Participant acknowledges
and agrees that, with respect to each Restricted Stock Unit credited to his/her
Account, he/she has no voting rights with respect to the Company unless and
until each such Restricted Stock Unit is settled in RSU Shares pursuant to Section 3(a) hereof.  In the event of Participant’s Termination at
any time prior to the Vesting Date, the unvested Restricted Stock Units shall
automatically be forfeited upon such Termination, unless otherwise provided
herein.  Notwithstanding the foregoing,
pursuant to Section 3.3(n) of the Plan, the Committee may accelerate
the vesting of the Restricted Stock Unit Award.


 


4.                                      Change in Control. 
At a time determined by the Committee prior to a Change of Control, all
unvested Restricted Stock Units shall automatically become vested and shall be
settled in accordance with Section 3(a).


 


5.                                      Tax Withholding. 
The Participant shall be required to pay to the Company or any
Affiliate, and the Company or any Affiliate shall have the right and is hereby
authorized to withhold, from any cash, Shares, other securities or other
property deliverable under the Restricted Stock Unit Award or from any
compensation or other amounts owing to the Participant, the amount (in cash,
Shares, other securities or other property) of any required withholding taxes
in respect of the Restricted Stock Unit Award, or any payment or transfer under
this Restricted Stock Unit Award or under the Plan and to take such other
action as may be necessary in the opinion of the Committee or the Company to
satisfy all obligations for the payment of such withholding and taxes. The
Committee may permit the Participant to satisfy the withholding liability: (a) in
cash, (b) by the delivery of Shares (which are not subject to any
pledge or other security interest) owned by the Participant having a Fair
Market Value equal to such withholding liability, (c) by having the
Company withhold from the number of Shares otherwise issuable or deliverable
pursuant to the settlement of the Restricted Stock Unit Award a number of


 


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Shares with a Fair Market Value equal to such withholding liability
(but no more than the minimum required statutory withholding liability), or (d) by
a combination of such methods.


 


6.                                      Rights as Stockholder. 
Upon and following the Vesting Date, the Participant shall be the record
owner of the RSU Shares, if any, issued and delivered pursuant to such Vesting
Date unless and until such shares are sold or otherwise disposed of, and as
record owner shall be entitled to all rights of a common stockholder of the
Company including, without limitation, voting rights, if any, with respect to
the shares.  Prior to the Vesting Date,
the Participant shall not be deemed for any purpose to be the owner of Shares
subject to the Restricted Stock Unit Award.


 


7.                                      Compliance with Laws and
Regulations. The
issuance and transfer of Shares shall be subject to compliance by the Company
and the Participant with all applicable requirements of securities laws and
with all applicable requirements of any stock exchange on which the Company’s
Shares may be listed at the time of such issuance or transfer.


 


8.                                      No Right to Continued
Employment.  Nothing in this Agreement shall be deemed by
implication or otherwise to impose any limitation on any right of the Company
or any of its Affiliates to terminate the Participant’s employment at any time.


 


9.                                      General Assets. 
All amounts credited to the Account under this Agreement shall continue
for all purposes to be part of the general assets of the Company.  The Participant’s interest in the Account
shall make the Participant only a general, unsecured creditor of the Company.


 


10.                               Notices. 
Every notice or other communication relating to this Agreement shall be
in writing, and shall be mailed to or delivered to the party for whom it is
intended at such address as may from time to time be designated by it in a
notice mailed or delivered to the other party as herein provided; provided,
that, unless and until some other address be so designated, all notices
or communications by the Participant to the Company shall be mailed or
delivered to the Company at its principal executive office, and all notices or
communications by the Company to the Participant may be given to the
Participant personally or may be mailed to him/her at his/her address as recorded
in the records of the Company.


 


11.                               Bound by Plan. 
By signing this Agreement, the Participant acknowledges that he/she has
received a copy of the Plan and has had an opportunity to review the Plan and
agrees to be bound by all of the terms and provisions of the Plan.


 


12.                               Beneficiary. 
The Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation. 
If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate shall be deemed to be the Participant’s
beneficiary.


 


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13.                               Successors. 
The terms of this Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and on the Participant and
the beneficiaries, executors and administrators, heirs and successors of the
Participant.


 


14.                               Amendment of Restricted
Stock Unit Award.  Subject to Section 15 of this Agreement,
the Committee at any time and from time to time may amend the terms of this
Restricted Stock Unit Award; provided, however, the Participant’s
rights under this Restricted Stock Unit Award shall not be materially and
adversely affected by any such amendment without the Participant’s consent.


 


15.                               Adjustments. 
This Restricted Stock Unit Award is subject to adjustment pursuant to Section 15.2
of the Plan.


 


16.                               Interpretation. 
Any dispute regarding the interpretation of this Agreement shall be
submitted by the Participant or the Company to the Committee for review.  The resolution of such a dispute by the
Committee shall be binding on the Company and the Participant.


 


17.                               Severability. 
Every provision of this Agreement is intended to be severable and any
illegal or invalid term shall not affect the validity or legality of the
remaining terms.


 


18.                               Headings. 
The headings of the Sections hereof are provided for convenience only
and are not to serve as a basis for interpretation of construction, and shall
not constitute a part of this Agreement.


 


19.                               Tax Consequences. 
The Participant acknowledges that there my be adverse tax consequences
upon the payment of the Restricted Stock Units or disposition of any Shares
received upon vesting, and that the Participant should consult a tax advisor
before such time.  The Participant agrees
to sign such additional documentation as the Company may reasonably require
from time to time.


 


20.                               Signature in Counterparts. 
This Agreement may be signed in counterparts, each of which shall be
deemed an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.


 


[SIGNATURE PAGE FOLLOWS]


 


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EXECUTED,
as of the date set forth below.


 


	
   

  	
  GOLFSMITH INTERNATIONAL
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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