Exhibit 10.2**AGREEMENT RE: CHANGE IN CONTROL**     This AGREEMENT RE: CHANGE IN CONTROL (this “Agreement”) is dated as of September 12, 2005 andis entered into by and between Gary I. Schneiderman (“Executive”) and Ashworth, Inc., a Delawarecorporation (the “Company”).**Background**     The Company believes that because of its position in the industry, financial resources andhistorical operating results there is a possibility that the Company may become the subject of aChange in Control (as defined below), either now or at some time in the future.     The Company believes that it is in the best interest of the Company and its stockholders tofoster Executive’s objectivity in making decisions with respect to any pending or threatened Changein Control of the Company and to assure that the Company will have the continued dedication andavailability of Executive, notwithstanding the possibility, threat or occurrence of a Change inControl. The Company believes that these goals can best be accomplished by alleviating certain ofthe risks and uncertainties with regard to Executive’s financial and professional security thatwould be created by a pending or threatened Change in Control and that inevitably would distractExecutive and could impair his ability to objectively perform his duties for and on behalf of theCompany. Accordingly, the Company believes that it is appropriate and in the best interest of theCompany and its stockholders to provide to Executive compensation arrangements upon a Change inControl that lessen Executive’s financial risks and uncertainties and that are reasonablycompetitive with those of other corporations.     With these and other considerations in mind, the Compensation Committee of the Company hasauthorized the Company to enter into this Agreement with the Executive to provide the protectionsset forth herein for Executive’s financial security following a Change in Control.     NOW, THEREFORE, in consideration of the foregoing, and for other good and valuableconsideration the receipt of which is hereby acknowledged, it is hereby agreed as follows:**Agreement**     1. Term of Agreement. This Agreement shall be effective from the date first writtenabove and, subject to the provisions of Section 4, shall extend to (and thereupon automaticallyterminate) one (1) day after Executive’s termination of employment with the Company for any reason.No termination of this Agreement shall limit, alter or otherwise affect Executive’s rightshereunder with respect to a Change in Control which has occurred prior to such termination,including without limitation Executive’s right to receive the various benefits hereunder.     2. Purpose of Agreement. The purpose of this Agreement is to provide that, in theevent of a “Change in Control,” Executive may become entitled to receive certain additionalbenefits, as described herein, in the event of his termination under specified circumstances.
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     3. Change in Control. As used in this Agreement, the phrase “Change in Control” shallmean:          (i) Except as provided by subparagraph (iii) hereof, the acquisition (other than from theCompany) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding, for this purpose,the Company or its subsidiaries, or any executive benefit plan of the Company or its subsidiarieswhich acquires beneficial ownership of voting securities of the Company), of beneficial ownership(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) ormore of either the then outstanding shares of common stock or the combined voting power of theCompany’s then outstanding voting securities entitled to vote generally in the election ofdirectors; or          (ii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company(as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least amajority of the Board of Directors of the Company, provided that any person becoming a directorsubsequent to the date hereof whose election, or nomination for election by the Company’sstockholders, is or was approved by a vote of at least a majority of the directors then comprisingthe Incumbent Board (other than an election or nomination of an individual whose initial assumptionof office is in connection with an actual or threatened election contest relating to the electionof the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14Apromulgated under the Exchange Act) shall be, for purposes of this Agreement, considered as thoughsuch person were a member of the Incumbent Board; or          (iii) Approval by the stockholders of the Company of a reorganization, merger or consolidationwith any other person, entity or corporation, other than               (1) a merger or consolidation which would result in the voting securities of theCompany outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of another entity) more than fiftypercent (50%) of the combined voting power of the voting securities of the Company or suchother entity outstanding immediately after such merger or consolidation, or               (2) a merger or consolidation effected to implement a recapitalization of the Company(or similar transaction) in which no person acquires forty percent (40%) or more of thecombined voting power of the Company’s then outstanding voting securities; or          (iv) Approval by the stockholders of the Company of a plan of complete liquidation of theCompany or an agreement for the sale or other disposition by the Company of all or substantiallyall of the Company’s assets.     4. Effect of a Change in Control. In the event of a Change in Control, Sections 6through 11 of this Agreement shall become applicable to Executive. These Sections shall continue toremain applicable until the third anniversary of the date upon which the Change in Control occurs.On such third anniversary date, and provided that the employment of Executive has not beenterminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreementshall terminate and be of no further force or effect.
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     5. Qualifying Termination. If following, or within ninety (90) days prior to, a Changein Control Executive’s employment with the Company and its affiliated companies is terminated, suchtermination shall be conclusively considered a “Qualifying Termination” unless:          (a) Executive voluntarily terminates his employment with the Company and its affiliatedcompanies. Executive, however, shall not be considered to have voluntarilyterminated his employment with the Company and its affiliated companies if he elects toterminate his employment because his overall compensation plan is reduced or adverselymodified in any material respect or his authority or duties are materially changed. Forsuch purposes, Executive’s authority or duties shall be considered to have been “materiallychanged” if, without Executive’s express and voluntary written consent, there is anysubstantial diminution or adverse modification in his title, status, overall position, orresponsibilities.          (b) The termination is on account of Executive’s death or Disability. For suchpurposes, “Disability” shall mean a physical or mental incapacity as a result of whichExecutive becomes unable to continue the performance of his responsibilities for the Companyand its affiliated companies for a period of three (3) months.          (c) Executive is involuntarily terminated for “Cause.” For this purpose, “Cause” shallmean:               1. Executive’s willful and deliberate refusal to comply with a lawful,instruction of the CEO or Board of Directors, which refusal is not remedied byExecutive within a reasonable period of time after his receipt of written noticefrom the Company identifying the refusal, so long as the instruction is consistentwith the scope and responsibilities of Executive’s position;               2. Executive’s act or acts of personal dishonesty;               3. Executive’s conviction of a felony;               4. Executive’s violation of the Company’s policies and/or code of conduct;               5. Executive’s violation of any confidentiality or non-competition agreementwith the Company or any Affiliate of the Company; or               6. The willful engaging by Executive in misconduct which is injurious to theCompany.     6. Severance Payment. If Executive’s employment is terminated as a result of aQualifying Termination, the Company shall pay Executive within thirty (30) days after theQualifying Termination a cash lump sum equal to one (1) times Executive’s annual base salary (the“Severance Payment”).          (a) For purposes of this Agreement, Executive’s “base salary” shall equal theExecutive’s highest annual salary rate with the Company within the three year period endingon the date of Executive’s Qualifying Termination.
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          (b) In lieu of a cash lump sum, Executive may, in his sole discretion, elect to receivethe Severance Payment provided by this Section in equal annual installmentsover three (3) years. Such installments shall be paid to Executive on eachanniversary of the date of Executive’s Qualifying Termination, beginning with the first suchanniversary and continuing on each such anniversary thereafter until fully paid. Suchelection to receive the Severance Payment in installments may be made and/or revoked byExecutive at any time prior to the occurrence of a Change in Control by written notice tothe Board of Directors of the Company. Upon the occurrence of a Change in Control, any suchelection to receive the Severance Payment in installments that has been made and not revokedprior to the Change in Control shall be irrevocable and binding on both the Company andExecutive. In the event that at the time of a Change in Control there is not in effect anelection by Executive to receive the Severance Payment in installments, such SeverancePayment shall be paid to Executive in a single cash lump sum as provided in subparagraph (a)above.          (c) The Severance Payment hereunder is in lieu of any severance payment that Executivemight otherwise be entitled to from the Company in the event of a Change in Control underthe Company’s applicable severance pay policies, if any, or under any other oral or writtenagreement; provided, however, that Executive shall continue to be entitledto receive the severance pay benefits under the Company’s applicable policies, if any, orunder another written agreement if and to the extent Executive’s termination is not aQualifying Termination after, or within ninety (90) days prior to, a Change in Control.     7. Indemnification for Excise Tax. In the event that Executive becomes entitled toreceive a Severance Payment in accordance with the provisions of Section 6 above, and suchSeverance Payment and any other benefits or payments (including transfers of property) thatExecutive receives, or is to receive, pursuant to this Agreement or any other agreement, plan orarrangement with the Company in connection with a Change in Control of the Company (“OtherBenefits”) shall be subject to the tax imposed pursuant to Section 4999 of the Internal RevenueCode of 1986, as amended (the “Code”)(or any successor thereto) or any comparable provision ofstate law (an “Excise Tax”), the following rules shall apply:          (a) The Company shall pay to Executive, within thirty (30) days after the Executive’sQualifying Termination, an additional amount (the “Gross-Up Payment”) such that the netamount retained by Executive, after deduction of any Excise Tax with respect to theSeverance Payment or the Other Benefits and any federal, state and local income tax, FICAtax, and Excise Tax upon such Gross-Up Payment, is equal to the amount that would have beenretained by Executive if such Excise Tax were not applicable. It is intended that Executiveshall not suffer any loss or expense resulting from the assessment of any Excise Tax or theCompany’s reimbursement of Executive for payment of any such Excise Tax.          (b) For purposes of determining whether any of the Severance Payments or Other Benefitswill be subject to an Excise Tax and the amount of such Excise Tax, (i) any other paymentsor benefits received or to be received by Executive in connection with a Change in Controlof the Company or Executive’s termination of employment (whether pursuant to the terms ofthis Agreement or any other plan, arrangement or agreement with the Company, any personwhose actions result in a Change in Control or any person affiliated with the Company orsuch person) shall be treated as “parachute payments” within the meaning of Section280G(b)(2) of the Code (or any successor thereto), and all “excess parachute payments”within the meaning of Section 280G(b)(l) of the Code (or any successor thereto) shall betreated as subject to the Excise Tax,
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unless in the opinion of tax counsel selected by the Company’s independent auditors andacceptable to Executive such other payments or benefits (in whole or in part) do notconstitute parachute payments, or such excess parachute payments (in whole or in part)represent reasonable compensation for services actually rendered within the meaning ofSection 280G(b)(4) of the Code (or any successor thereto), (ii) the amount of the SeverancePayments and Other Benefits which shall be treated as subject to the Excise Tax shall beequal to the lesser of (A) the total amount of the Severance Payments or Other Benefits or(B) the amount of excess parachute payments within the meaning of Sections 280G(b)(l) and(4) of the Code (or any successor or successors thereto), after applying clause (i), above,and (iii) the value of any non-cash benefits or any deferred payment or benefit shall bedetermined by the Company’s independent auditors in accordance with the principles ofSections 280G(d)(3) and (4) of the Code (or any successor or successors thereto).          (c) For purposes of determining the amount of the Gross-Up Payment, Executive shall bedeemed to pay federal income taxes at the highest marginal rate of federal income taxationin the calendar year in which the Gross-Up Payment is to be made and state and local incometaxes at the highest marginal rates of taxation in the state and locality of Executive’sresidence on the date of the Executive’s Qualifying Termination, net of the maximumreduction in federal income taxes which could be obtained from deduction of such state andlocal taxes.          (d) In the event that the Excise Tax is subsequently determined to be less than theamount taken into account hereunder at the time of the Executive’s Qualifying Termination,the Executive shall repay to the Company, at the time that the amount of such reduction inExcise Tax is finally determined, the portion of the Gross-Up Payment attributable to suchreduction plus interest on the amount of such repayment at the rate provided in Section1274(b)(2)(B) of the Code (or any successor thereto) (the “Applicable Rate”). In the eventthat the Excise Tax is determined to exceed the amount taken into account hereunder at thetime of such Qualifying Termination (including by reason of any payment the existence oramount of which cannot be determined at the time of the Gross-Up Payment), the Company shallmake an additional Gross-Up Payment in respect of such excess (plus interest, determined atthe Applicable Rate, payable with respect to such excess) at the time that the amount ofsuch excess is finally determined.     8. Rights and Obligations Prior to a Change in Control. Prior to the date which isninety (90) days before a Change in Control, the rights and obligations of Executive with respectto his employment by the Company shall be determined in accordance with the policies and proceduresadopted from time to time by the Company and the provisions of any written employment contract ineffect between the Company and Executive from time to time. This Agreement deals only with certainrights and obligations of Executive subsequent, or within ninety (90) days prior to, a Change inControl, and the existence of this Agreement shall not be treated as raising any inference withrespect to what rights and obligations exist prior to the date which is ninety (90) days before aChange in Control. Unless otherwise expressly set forth in a separate written employment agreementbetween Executive and the Company, the employment of Executive is expressly at-will, and Executiveor the Company may terminate Executive’s employment with the Company at any time and for anyreason, with or without cause, provided that if such termination occurs within ninety (90) daysprior to or three (3) years after a Change in Control and constitutes a Qualifying Termination (asdefined in Section 5 above) the provisions of this Agreement shall govern the payment of the Severance Payment and certainother benefits as provided herein.
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     9. Non-Exclusivity of Rights. Subject to Section 6(c) hereof, nothing in thisAgreement shall prevent or limit Executive’s continuing or future participation in any benefit,bonus, incentive or other plan or program provided by the Company or any of its affiliatedcompanies and for which Executive may qualify, nor shall anything herein limit or otherwise affectsuch rights as Executive may have under any stock option or other agreements with the Company orany of its affiliated companies. Except as otherwise provided in Section 6(c) hereof, amountswhich are vested benefits or which Executive is otherwise entitled to receive under any plan orprogram of the Company or any of its affiliated companies at or subsequent to the date of anyQualified Termination shall be payable in accordance with such plan or program.     10. Full Settlement. The Company’s obligation to make the payments provided for inthis Agreement and otherwise to perform its obligations hereunder shall not be affected by anyset-off, counter-claim, recoupment, defense or other claim, right or action which the Company mayhave against Executive or others. In no event shall Executive be obligated to seek otheremployment or to take any other action by way of mitigation of the amounts payable to Executiveunder any of the provisions of this Agreement. The Company agrees to pay, to the full extentpermitted by law, all legal fees and expenses which Executive may reasonably incur as a result ofExecutive’s successful collection efforts to receive amounts payable hereunder, or as a result ofany contest (regardless of the outcome thereof) by the Company or others of the validity orenforceability of, or liability under, any provision of this Agreement or any guarantee ofperformance thereof (including as a result of any contest by Executive about the amount of anypayment pursuant to this Section).     11. Successors**.**          (a) This Agreement is personal to Executive, and without the prior written consent ofthe Company shall not be assignable by Executive other than by will or the laws of descentand distribution. This Agreement shall inure to the benefit of and be enforceable byExecutive’s legal representatives.          (b) The rights and obligations of the Company under this Agreement shall inure to thebenefit of and shall be binding upon the successors and assigns of the Company.     12. Governing Law. This Agreement is made and entered into in the State ofCalifornia, and the internal laws of California shall govern its validity and interpretation in theperformance by the parties hereto of their respective duties and obligations hereunder.     13. Modifications. This Agreement may be amended or modified only by an instrument inwriting executed by all of the parties hereto.     14. Dispute Resolution: Executive and the Company will utilize a system of bindingarbitration to resolve all disputes that may arise out of the employment context. Both the Companyand Executive agree that any claim, dispute, and/or controversy that either Executive may haveagainst the Company (or its owners, directors, officers, managers, employees, agents, and partiesaffiliated with its employee benefit and health plans) or the Company may have against Executive,arising from, related to, or having any relationship or connection whatsoever with Executive’sseeking employment with, employment by, or other association
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with the Company, shall be submitted to and determined exclusively by binding arbitrationunder the Federal Arbitration Act, in conformity with the procedures of the California ArbitrationAct (Cal. Code Civ. Proc. sec 1280 et seq., including section 1283.05 and all of the Act’s othermandatory and permissive rights to discovery). Included within the scope of this Agreement are alldisputes, whether based on tort, contract, statute (including, but not limited to, any claims ordiscrimination and harassment, whether they be based on the California Fair Employment and HousingAct, Title VII of the Civil Rights Act of 1964, as amended, or any other state or federal law orregulation), equitable law, or otherwise. However, nothing herein shall prevent Executive fromfiling and pursuing proceedings before the California Department of Fair Employment and Housing, orthe United States Equal Employment Opportunity Commission (although if Executive chooses to pursuea claim following the exhaustion of such administrative remedies, that claim would be subject tothe provisions of this Agreement). In addition to any other requirements imposed by law, thearbitrator selected shall be a retired California Superior Court Judge and shall be subject todisqualification on the same grounds as would apply to a judge of such court. To the extentapplicable in civil actions in California courts, the following shall apply and be observed: allrules of pleading (including the right of demurrer), all rules of evidence, and all rights toresolution of the dispute by means of motions for summary judgment, judgment on the pleadings, andjudgment under Code of Civil Procedure Section 631.8. Resolution of the dispute shall be basedsolely upon the law governing the claims and defenses pleaded, and the arbitrator may not invokeany basis (including but not limited to, notions of “just cause”) other than such controlling law.The arbitrator shall have the immunity of a judicial officer from civil liability when acting inthe capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise,all communications during or in connection with the arbitration proceedings are privileged inaccordance with Cal. Civil Code Section 47(b). As reasonably required to allow full use andbenefit of this agreement’s modification to the Act’s procedures, the arbitrator shall extend thetimes set by the Act for the giving of notices and setting of hearings. Awards shall include thearbitrator’s written reasoned opinion.     15. Notices. Any notice or communications required or permitted to be given to theparties hereto shall be delivered personally or be sent by United States registered or certifiedmail, postage prepaid and return receipt requested, and addressed or delivered as follows, or atsuch other addresses the party addressed may have substituted by notice pursuant to this Section:       Ashworth, Inc. Gary I. Schneiderman  2765 Loker Avenue West 20 Camberley  Carlsbad, California 92010 Laguna Niguel, CA 92677  Attn:      President       16. Captions. The captions of this Agreement are inserted for convenience and do notconstitute a part hereof.     17. Severability. In case any one or more of the provisions contained in thisAgreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, suchinvalidity, illegality or unenforceability shall not affect any other provision of this Agreement,but thisAgreement shall be construed as if such invalid, illegal or unenforceableprovision had never been contained herein and there shall be deemed substituted for such invalid,illegal or unenforceable provision such other provision as will most nearly accomplish the intentof the parties to the extent permitted by the applicable law. In case this Agreement, or any oneor more of the provisions hereof, shall be held to be invalid, illegal or unenforceable within anygovernmental jurisdiction or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be deemed to be invalid, illegal orunenforceable in any other governmental jurisdiction or subdivision thereof.
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     18. Counterparts. This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all of which shall together constitute one in the sameAgreement.     IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed anddelivered as of the day and year first written above in Carlsbad, California.     Dated: September 6, 2005 ASHWORTH, INC.       By: /s/ Randall L. Herrel, Sr.              Randall L. Herrel, Sr.       Title: Chairman, President and CEO     Dated: September 7, 2005 GARY I. SCHNEIDERMAN       By: /s/Gary I. Schneiderman              Gary I. Schneiderman
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