EX-10.1






Exhibit 10.1




ERIC SALUS AGREEMENT




THIS AGREEMENT, dated as of June 1, 2007, (the “Effective Date”), is between ASHWORTH, INC., a
Delaware corporation and its successors or assignees (“Ashworth”) and ERIC SALUS, an individual
(“Mr. Salus”).



1. ENGAGEMENT OF SERVICES. Ashworth is engaging the services, advice, expertise and counsel
of Mr. Salus on subjects of corporate management and operations. All assignments to Mr. Salus must
be approved by mutual agreement of Mr. Salus and the Chief Executive Officer of Ashworth.
Mr. Salus agrees to provide such services for five (5) business days per calendar month and his
consulting engagement hereunder shall continue until March 30, 2008, but may be earlier terminated
by either party with 60-day notice. Ashworth will make its employees, facilities and equipment
reasonably available to Mr. Salus in order for him to perform his duties under this Agreement. Mr.
Salus may not subcontract or otherwise delegate or assign his obligations under this Agreement
without Ashworth’s prior written consent.



2. COMPENSATION. In view of the time commitments associated with his duties under this
Agreement, Mr. Salus shall be compensated for all services under this Agreement for the duration of
service under this Agreement with (a) an upfront, non-refundable, one-time cash retainer of
$25,000, and (b) an additional cash retainer of $15,500 per month, payable at the end of each month
of service. The foregoing cash compensation will be in addition to, and not in lieu of, any and
all cash compensation paid to Mr. Salus for his continuing service on the Board.



As additional compensation, Ashworth hereby grants to Mr. Salus a non-qualified stock option
grant covering 10,000 shares of Ashworth’s common stock, with an exercise price equal to 100% of
fair market value of the common stock on the date of grant. The foregoing option shall vest 50% on
September 30, 2007 and 50% on March 31, 2008. Except in the context of a “Change in Control” as
described below, vesting shall cease upon termination of this Agreement, for any reason, and the
vested portion of the option shall remain exercisable for a period of five (5) years after the date
of grant. The foregoing option grant is in addition to, and not in lieu of, any and all stock
option grants to Mr. Salus for his continuing service on the Board.



Mr. Salus will promptly be reimbursed for reasonable out-of-pocket expenses incurred in
connection with the performance of services under this Agreement provided Mr. Salus submits
verification of such expenses as Ashworth may reasonably require. Except in the context of a
“Change in Control” as described below, upon termination of this Agreement for any reason,
Mr. Salus will be paid fees and expenses earned or accrued through the date of termination.



Notwithstanding the foregoing, in the event that Ashworth terminates this Agreement effective
prior to March 31, 2008 but on or after a “Change in Control,” (a) all of Mr. Salus’ non-qualified
stock options granted under this Agreement shall immediately become vested, and (b) all monthly
retainers that are due and those that would become payable assuming this Agreement’s term extended
to March 31, 2008 shall immediately become due and payable. As used herein, “Change of Control”
shall have the meaning given it in Exhibit A attached hereto and incorporated by this
reference.



3. NON-EXECUTIVE BOARD MEMBER. Mr. Salus’s relationship with Ashworth will be that of a
non-executive board member and nothing in this Agreement should be construed to create a
partnership, joint venture, or employer-employee relationship. Mr. Salus will not be entitled to
any of the benefits that Ashworth may make available to its employees, such as group insurance,
profit-sharing, vacation or retirement benefits. Mr. Salus will be solely responsible for all tax
returns and payments required to be filed with or made to any federal, state or local tax authority
with respect to his performance of services and receipt of fees under this Agreement. Ashworth
will report amounts paid to Mr. Salus by filing Form 1099-MISC with the Internal Revenue Service as
required by law. Because Mr. Salus is a non-executive board member, Ashworth will not withhold or
make payments for social security; make unemployment insurance or disability insurance
contributions; or obtain worker’s compensation insurance on Mr. Salus’s behalf. Mr. Salus agrees
to accept exclusive liability for complying with all applicable state and federal laws governing
self-employed individuals, including obligations such as payment of taxes, social security,
disability and other contributions based on fees paid to Mr. Salus, his agents or employees under
this Agreement. Mr. Salus hereby agrees to indemnify and defend Ashworth against any and all such
taxes or contributions, including penalties and interest.



4. NO CONFLICT OF INTEREST. Mr. Salus agrees during the term of this Agreement not to accept
work or enter into a contract or accept an obligation, inconsistent or incompatible with Mr.
Salus’s obligations under this Agreement or the scope of his duties rendered for Ashworth. Mr.
Salus warrants that there is no existing contract or duty on Mr. Salus’ part that may conflict with
the terms of this Agreement or the performance thereof.



5. GENERAL PROVISIONS.



5.1 Governing Law. This Agreement will be governed and construed in accordance with the
internal laws of the State of California. Mr. Salus hereby expressly and irrevocably consents to
the personal jurisdiction of the state and federal courts located in San Diego County or Orange
County, California for any lawsuit filed arising from or related to this Agreement and any suit
arising from this Agreement shall be brought in those courts.



5.2 Severability. In case any one or more of the provisions contained in this Agreement
shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement,
and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.



5.3 Counterparts. Facsimile transmission of any signed original of this Agreement will be
deemed the same as delivery of an original. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and each of which together shall be deemed
one and the same instrument.



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representative as of the 5th day of June, 2007.



	 	 	 
	ASHWORTH, INC.	 	 
	By: /s/ Peter M. Weil	 	ERIC SALUS
	Name: Peter M. Weil

Title: Chief Executive Officer

	 	By: /s/Eric Salus

Eric Salus
	 
	 	 






1




Exhibit A




As used in this Agreement, the phrase “Change in Control” shall mean:





(a) Except as provided by subparagraph (c) hereof, the acquisition (other than from
Ashworth) by any person, entity or “group”, within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding,
for this purpose, Ashworth or its subsidiaries, or any executive benefit plan of Ashworth or
its subsidiaries which acquires beneficial ownership of voting securities of Ashworth), of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of forty percent (40%) or more of either the then outstanding shares of common stock or the
combined voting power of Ashworth’s then outstanding voting securities entitled to vote
generally in the election of directors; or




(b) Individuals who, as of the date hereof, constitute the Board of Directors of
Ashworth (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board of Directors of Ashworth, provided that any person becoming a
director subsequent to the date hereof whose election, or nomination for election by
Ashworth’s stockholders, is or was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the Directors of Ashworth, as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of this Agreement, considered as though such person were a member of the Incumbent
Board; or




(c) Approval by the members of Ashworth of a reorganization, merger or consolidation
with any other person, entity or corporation, other than




(i) a merger or consolidation which would result in the voting securities of
Ashworth outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of another
entity) more than fifty percent (50%) of the combined voting power of the voting
securities of Ashworth or such other entity outstanding immediately after such
merger or consolidation, or




(ii) a merger or consolidation effected to implement a recapitalization of
Ashworth (or similar transaction) in which no person acquires forty percent (40%) or
more of the combined voting power of Ashworth’s then outstanding voting securities;
or



Approval by the members of Ashworth of a plan of complete liquidation of Ashworth or an
agreement for the sale or other disposition by Ashworth of all or substantially all of Ashworth’s
assets.




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