Exhibit 10.1**EMPLOYMENT AGREEMENT**     This Employment Agreement (the “Agreement”) is effective as of September 12, 2005 (the“Effective Date”), and is entered into by and between Gary I. Schneiderman (“Schneiderman”) andAshworth, Inc., a Delaware corporation (the “Company”).     1. **Employment.** As of the Effective Date, the Company hereby employs Schneiderman toserve in the capacity of Executive Vice President of Sales and Marketing (“EVP-S&M”). TheCompany’s Board of Directors (the “Board”) and/or the Company’s Chief Executive Officer (the “CEO”)may provide such additional designations of title to Schneiderman as the Board and/or CEO, in itsdiscretion, may deem appropriate.     Schneiderman agrees to perform the executive duties and functions customarily associated withthe offices of EVP-S&M and as specified from time to time by the Board and/or the CEO. Except forlegal holidays, vacations and absences due to temporary illness, Schneiderman shall devote histime, attention and energies to the business of the Company on a full-time basis. Schneidermanrepresents and warrants to the Company that he is under no restriction, limitation or otherprohibition to perform his duties as described herein.     2. **Employment Compensation And Benefits**.          a. Base Salary. Schneiderman’s initial base salary shall be at the annual rateof three hundred thousand dollars ($300,000). This salary level shall be reviewed at leastannually by the Board’s Compensation Committee on the basis of Schneiderman’s performanceand the Company’s financial success and progress.          b. Annual Bonus and Stock Options. Schneiderman will be entitled to receive anoption for a minimum of 20,000 shares for each of fiscal years 2005, 2006 and 2007 with theoptions for fiscal year 2005 to be granted on September 12, 2005 and vesting on the firstanniversary of the date of grant. Option grants for fiscal years 2006 and 2007 will begranted and will vest on the first anniversary of the date of grant. Schneiderman will alsobe eligible to earn an annual bonus on a Earnings Before Taxes (“EBT) in accordance with theexecutive bonus plan, and according to the following schedule:       Ashworth Bonus Plan  Target is 50% of base% of Ashworth’s salaryPlan Bonus % of Target150%  165%125%  135%110%  115%100%  100%95%  75%90%  60%85%  50%Less than 85% Discretionary
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Under this plan, for example, Schneiderman’s “Target” bonus at 100% of Plan will equal 50%of his annual base salary, $150,000. The annual bonus will be paid following the close offinal accounting records for the previous fiscal year.          c. Non-compete/Retention Payment. Schneiderman acknowledges that the Companyhas offered upon certain conditions described herein to provide him with anon-compete/retention payment in the form of guaranteed minimum annual payments.Schneiderman understands and agrees that any portion of the payments described below thatexceeds the bonus payment to which he would otherwise be entitled pursuant to Paragraph 2(b)of this Agreement shall be deemed vested and earned only upon the condition thatSchneiderman remain with the Company from the effective date of this Agreement through theend of fiscal year 2006.Schneiderman will receive three guaranteed minimum non-compete/retention payments asfollows. The first payment of $85,000 shall be made on September 12, 2005. The secondpayment of $85,000 shall be made on November 24, 2005. The third payment, in the amount of$40,000, shall be paid following the close of final accounting records for 2006. Each ofthese payments will be applied against any cash bonus award earned during the relevantfiscal year (as described in Paragraph 2(b)). Any portion of the payment amount that exceedsthe actual amount Schneiderman earned according to the cash bonus plan will be considered an“advanced non-compete/retention payment”, and constitute the amount to be repaid bySchneiderman if he leaves the Company prior to the end of the 2006 fiscal year. Forexample, if the Company’s 2006 fiscal year performance for purposes of the executive cashbonus plan is less than 85% of Plan, and Schneiderman’s discretionary bonus is determined tobe $30,000, Schneiderman’s advanced non-compete/retention payment would be $10,000.If Schneiderman does not fulfill the conditions for receiving the non-compete/retentionpayment by remaining with the Company through the end of fiscal year 2006, the Company willnot have received the benefit of its bargain with regard to the non-compete/retentionpayment, in which case Schneiderman will not be entitled to the payment, and further,Schneiderman will be indebted to the Company for the amount advanced to him by the Company.Furthermore, in the event that Schneiderman fails to remain with the Company through the endof fiscal year 2006, Schneiderman agrees to repay the Company the full amount advanced tohim by the Company by no later than 30 days after the date of his departure. Schneidermanfurther understands that if he refuses or is unable to repay to the Company the advancedfunds, the Company may seek appropriate legal remedies to recoup the full amount of theoutstanding debt, or offset any advanced funds against other payments owed, including butnot limited to severance payments.          d. Automobile Allowance. The Company shall pay Schneiderman an automobileexpense allowance of one thousand dollars ($1,000) per month to defray the cost of businessautomobile expense.          e. Vacation. Schneiderman shall be entitled to annual vacations in a mannercommensurate with his status as a key executive and in accordance with the Company’svacation policies in effect during the term of this Agreement.          f. Expense Reimbursement. The Company shall reimburse Schneiderman for allreasonable amounts actually expended by Schneiderman in the course of performing his dutiesfor the Company and in accordance with any Company-established guidelineswhere Schneiderman tenders receipts or other documentation reasonably substantiatingthe amounts as required by the Company.
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          g. Club Membership. On September 12, 2005, the Company will pay Schneidermanup to $45,000 (grossed up for any applicable income taxes) to purchase a Club Membership ata Club of Schneiderman’s choosing. Schneiderman will be entitled to make use of suchmembership and the Company will pay the monthly dues of $630 beginning September 12, 2005for the term of Schneiderman’s employment. Schneiderman agrees that at the end of hisemployment, he will reimburse the membership cost (current market value at the time of saleminus the club fee) to Ashworth.          h. Other Benefits. Except as otherwise provided in this Agreement,Schneiderman shall be entitled to receive all of the rights, benefits and privileges of anexecutive officer of the Company under any retirement, pension, profit-sharing, groupmedical insurance, group dental insurance, group-term life insurance, and disabilityinsurance, and other employee benefit plans which may be now in effect or hereafter adopted.     3. **Non-compete**. Schneiderman agrees that during the term of this AgreementSchneiderman will not, directly or indirectly, own, manage, operate, control, be employed by,participate in, or be connected in any manner with the ownership, management, operation, or controlof any business which manufactures or sells golf-inspired sportswear which is substantially thesame as that of the Company and which is distributed in the same channels of distribution as thethen current channels of distribution of the Company, provided, however, that if Schneiderman’semployment is terminated for reasons which provide for severance compensation, the non-compete termshall be extended to the period for which he receives such severance compensation.     4. **Termination**.          a. At Will. The Company shall employ Schneiderman at will, and eitherSchneiderman or the Company may terminate Schneiderman’s employment with the Company at anytime and for any reason, with or without cause.          b. Severance Payment and Benefits. If Schneiderman’s employment is terminatedas a result of a Qualifying Termination, as defined below, and if Schneiderman delivers afully executed release and waiver of all claims against the Company in the form attachedhereto as Exhibit A, then, upon expiration of any applicable revocation period contained inthe Release Agreement, the Company shall pay or provide Schneiderman the following severancepayment and benefits:               i. Schneiderman shall receive the equivalent of twelve(12) months of histhen-current base salary (the “Severance Payment”), which shall be payable in equalmonthly installments beginning on the first day of the first full month followingSchneiderman’s Qualifying Termination and continuing on the first day of each monththereafter until fully paid. The Severance Payment is in lieu of any severance paymentbenefits which otherwise may at that time be available under the Company’s applicablepolicies; provided, however, that nothing in this Agreement is intendedto modify or supercede the “Agreement re: Change In Control” entered into betweenSchneiderman and the Company as of September 12, 2005, and Schneiderman shall beentitled to receive whatever additional severance paybenefits, if any, for which he may qualify according to the terms of his Agreementre: Change in Control with the Company.
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               ii. For the twelve-month period following the Qualifying Termination of hisemployment, Schneiderman shall be entitled to continue to participate in the followingexecutive benefit programs which had been made available to him (including his family)before the Qualifying Termination: group medical insurance, group dental insurance,group-term life insurance, and disability insurance. The programs shall be continued inthe same way and at the same level as immediately prior to the Qualifying Termination.Schneiderman’s participation in each of such executive benefit programs shall be earlierterminated or reduced, as applicable, if and to the extent Schneiderman receivesbenefits as a result of concurrent coverage through another program.               iii. Schneiderman will also be entitled to receive an additional cash payment of$50,000.               iv. Schneiderman’s unvested stock options, as described in Paragraph 2(b) of thisAgreement, shall immediately become fully vested and exercisable. This provision onlyapplies to stock options Schneiderman has been granted pursuant to this Agreement, anddoes not apply to options provided from any other source or Ashworth.        c. Qualifying Termination. Schneiderman’s termination shall be considered a“Qualifying Termination” unless:               i. Schneiderman voluntarily terminates his employment with the Company and itsaffiliated companies. Schneiderman, however, shall not be considered to havevoluntarily terminated his employment with the Company and its affiliated companies ifhe elects to terminate his employment because his overall compensation plan is reducedor adversely modified in any material respect or his authority or duties are materiallychanged. For such purposes, Schneiderman’s authority or duties shall be considered tohave been “materially changed” if, without Schneiderman’s express and voluntary writtenconsent, there is any substantial diminution or adverse modification in his title,status, overall position, or responsibilities.               ii. The termination is on account of Schneiderman’s death or Disability. For suchpurposes, “Disability” shall mean a physical or mental incapacity as a result of whichSchneiderman becomes unable to continue the performance of his responsibilities for theCompany and its affiliated companies for a period of three (3) months.               iii. Schneiderman is involuntarily terminated for “Cause.” For this purpose,“Cause” shall mean:                    1. Schneiderman’s willful and deliberate refusal to comply with a lawful,instruction of the CEO or Board of Directors, which refusal is not remedied bySchneiderman 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 Schneiderman’s position;                    2. Schneiderman’s act or acts of personal dishonesty;
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                    3. Schneiderman’s conviction of a felony;                    4. Schneiderman’s violation of the Company’s policies and/or code of conduct;             5. Schneiderman’s violation of any confidentiality or non-competition agreementwith the Company or any Affiliate of the Company; or                    6. The willful engaging by Schneiderman in misconduct which is injurious to theCompany.          d. Return of Materials. In the event of any termination of Schneiderman’semployment for any reason whatsoever, Schneiderman shall promptly deliver to the Company allCompany property, including, but not limited to, documents, data, and other informationpertaining to Confidential Information, as defined below. Schneiderman shall not take withhim any documents or other information, or any reproduction, summary or excerpt thereof,electronic or otherwise, containing or pertaining to any Confidential Information.     5. **Nondisclosure of Confidential Information****.**Schneiderman acknowledges that duringthe term of his employment with the Company, he will have access to and become acquainted withinformation of a confidential, proprietary or secret nature which is or may be either applicableto, or related in any way to, the present or future business of the Company, the research anddevelopment or investigation of the Company, or the business of any customer of the Company(“Confidential Information”). For example, Confidential Information includes, but is not limitedto, devices, secret inventions, processes and compilations of information, records, specifications,designs, plans, proposals, software, codes, marketing and sales programs, financial projections,cost summaries, pricing formula, and all concepts or ideas, materials or information related to thebusiness, products or sales of the Company and its customers and vendors. Schneiderman shall notdisclose any of Confidential Information, directly or indirectly, or use them in any way, eitherduring the term of this Agreement or at any time thereafter, except as required in the course ofemployment with the Company. Schneiderman also agrees to comply with the Company’s policies andregulations, as established from time to time for the protection of its Confidential Information,including, for example, executing the Company’s standard confidentiality agreements. This sectionshall survive termination of this Agreement.     6. **Non-Solicitation****.**Schneiderman agrees that so long as he is employed by theCompany and for a period of two (2) years after termination of his employment for any reason, heshall not (a) directly or indirectly solicit, induce or attempt to solicit or induce any Companyemployee to discontinue his or her employment with the Company; (b) usurp any opportunity of theCompany of which Schneiderman became aware during his tenure at the Company or which is madeavailable to him on the basis of the belief that Schneiderman is still employed by the Company; or(c) directly or indirectly solicit or induce or attempt to influence any person or business that isan account, customer or client of the Company to restrict or cancel the business of any suchaccount, customer or client with the Company. This section shall survive termination of thisAgreement.     7. **Successors.**          a. This Agreement is personal to Schneiderman, and without the prior written consent ofthe Company shall not be assignable by Schneiderman other than by will orthe laws of descent and distribution. This Agreement shall inure to the benefit of andbe enforceable by Schneiderman’s legal representatives.
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          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.     8. **Governing Law****.**This Agreement is made and entered into in the State of California,and the internal laws of California shall govern its validity and interpretation in the performanceby the parties hereto of their respective duties and obligations hereunder.     9. **Modifications****.**This Agreement may be amended or modified only by an instrument inwriting executed by all of the parties hereto.     10. **Entire Agreement****.**Except as otherwise set forth herein, this Agreement, togetherwith the exhibits attached hereto, supersedes any and all prior written or oral agreements betweenSchneiderman and the Company, and contains the entire understanding of the parties hereto withrespect to the terms and conditions of Schneiderman’s employment with the Company;provided, however, that this Agreement is not intended to supercede the Agreementre: Change in Control between Schneiderman and the Company, which they entered into as of September12, 2005, or any agreements which Schneiderman may previously have entered into regarding theprotection of trade secrets and confidential information.     11. **Dispute Resolution**. Schneiderman and the Company will utilize a system of bindingarbitration to resolve all disputes that may arise out of the employment context. Both the Companyand Schneiderman agree that any claim, dispute, and/or controversy that either Schneiderman mayhave against the Company (or its owners, directors, officers, managers, employees, agents, andparties affiliated with its employee benefit and health plans) or the Company may have againstSchneiderman, arising from, related to, or having any relationship or connection whatsoever withSchneiderman’s seeking employment with, employment by, or other association with the Company, shallbe submitted to and determined exclusively by binding arbitration under the Federal ArbitrationAct, in conformity with the procedures of the California Arbitration Act (Cal. Code Civ. Proc. sec1280 et seq., including section 1283.05 and all of the Act’s other mandatory and permissive rightsto discovery). Included within the scope of this Agreement are all disputes, whether based ontort, contract, statute (including, but not limited to, any claims or discrimination andharassment, whether they be based on the California Fair Employment and Housing Act, Title VII ofthe Civil Rights Act of 1964, as amended, or any other state or federal law or regulation),equitable law, or otherwise. However, nothing herein shall prevent Executive from filing andpursuing proceedings before the California Department of Fair Employment and Housing, or the UnitedStates Equal Employment Opportunity Commission (although if Schneiderman chooses to pursue a claimfollowing the exhaustion of such administrative remedies, that claim would be subject to theprovisions 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
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connection with the arbitration proceedings are privileged in accordance with Cal. Civil CodeSection 47(b). As reasonably required to allow full use and benefit of this agreement’smodification to the Act’s procedures, the arbitrator shall extend the times set by the Act for thegiving of notices and setting of hearings. Awards shall include the arbitrator’s written reasonedopinion. Notwithstanding the foregoing, the parties acknowledge and agree that this provisionshall not preclude either party from requesting temporary and/or preliminary injunctive relief toenforce Paragraphs 3, 5 or 6 of this Agreement until such time as an arbitrator can assumejurisdiction and render a decision over any such claims or requests.     12. **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. Schneiderman2765 Loker Avenue West 20 CamberleyCarlsbad, California 92010 Laguna Niguel, CA 92677Attn: President       13. **Captions****.**The captions of this Agreement are inserted for convenience and do notconstitute a part hereof.     14. **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 this Agreement shall be construed as if such invalid, illegal or unenforceable provision hadnever been contained herein and there shall be deemed substituted for such invalid, illegal orunenforceable provision such other provision as will most nearly accomplish the intent of theparties to the extent permitted by the applicable law. In case this Agreement, or any one or moreof the provisions hereof, shall be held to be invalid, illegal or unenforceable within anygovernmental jurisdiction or subdivision thereof, this Agreement or any such provision thereofshall not as a consequence thereof be deemed to be invalid, illegal or unenforceable in any othergovernmental jurisdiction or subdivision thereof.     15. **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 WHEREOF, the parties hereto have caused this Agreement to be duly executed anddelivered effective as of the day and year first written above in Carlsbad, California.       ASHWORTH, INC.       By: /s/Randall L. Herrel, Sr.          Randall L. Herrel, Sr.  Title: CEO and President      GARY I. SCHNEIDERMAN