the Compensation Committee for Allan Fletcher for Fiscal Year 2008, prorated for the portionof Fiscal Year 2008 during which Koeneke served as Chairman of the Board. Assuming Koenekecontinues to serve as a Director until the relevant vesting date, the restrictions will lapse onthe earlier of (i) a change of control of the Company, or (ii) the one-year anniversary of therestricted stock award.     (c) *Restricted Stock Eligibility.*In his capacity as Chairman of the Board, Koeneke will beeligible to receive restricted stock in an amount to be agreed in the future as part of anincentive plan for Fiscal Year 2009, the metrics of which shall be determined by the CompensationCommittee.     (d) *Unvested Options from 5,000 Share Option Grant.*Koeneke will continue to vest on the last25% of the 5,000 share option grant previously made to him (as compensation for serving as Chairmanof the Special Committee), based upon his future service as Chairman of the Board.2. Miscellaneous.     (a) *No Third-Party Beneficiaries; Binding Effec*t. Except as provided herein, this Agreementshall not confer any rights or remedies upon any person other than the parties and their respectivesuccessors and permitted assigns. Subject to Section 3(c), this Agreement shall be bindingupon the Company and Koeneke and upon their respective heirs, administrators, representatives,executors, successors and assigns.     (b) *Entire Agreement*. This Agreement (and the documents referred to in this Agreement)constitute the entire agreement between the parties hereto and supersede any prior understandings,agreements, or representations by or between the parties, written or oral, to the extent they arerelated in any way to the subject matter hereof.     (c) *Assignment*. This Agreement and the rights and duties hereunder are personal to Koenekeand shall not be assigned, delegated, transferred, pledged or sold by Koeneke without the priorwritten consent of the Company.     (d) *Counterparts*. This Agreement may be executed in one or more counterparts, each of whichshall be deemed an original but all of which together will constitute one and the same instrument.Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall beeffective as delivery of a manually executed counterpart of this Agreement.     (e) *Notices*. Any notice, consent, payment, demand, or communication required or permitted tobe given by any provision of this Agreement shall be in writing andshall be (1) delivered personally to the party to whom the same is directed or (2) sent registered orcertified mail, return receipt requested, postage prepaid, or by nationally recognized overnightcourier addressed, as follows:   If to Koeneke: Michael S. Koeneke  c/o Knightspoint Partners LLC  1325 Avenue of the Americas, 27th Floor  New York, New York 10019
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   If to the Company: Ashworth, Inc.  2765 Loker Avenue West  Carlsbad, California 92010  Attention: Corporate Secretaryor to such other address as any such party may from time to time specify by notice to the otherparty. Any such notice shall be deemed to be delivered, given and received for all purposes as of:(i) the date so delivered, if delivered personally or (ii) on the date of receipt or refusalindicated on the return receipt, if sent by registered or certified mail, return receipt requested,postage and charges prepaid or by nationally recognized overnight courier.     (f) *Governing Law*. This Agreement shall be governed by and construed in accordance with theinternal laws of the State of California without giving effect to any choice or conflict of lawprovision or rule (whether of the State of California or any other jurisdiction) that would causethe application of the laws of any jurisdiction other than the State of California.     (g) *Amendments and Waivers*. No amendment of any provision of this Agreement shall be validunless the same shall be in writing and signed by the parties. No waiver by any party of anydefault, misrepresentation or breach of warranty or covenant of this Agreement, whether intentionalor not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breachof warranty or covenant of this Agreement or affect in any way any rights arising by virtue of anyprior or subsequent such occurrence.     (h) *Severability*. Any term or provision of this Agreement that is invalid or unenforceable inany situation in any jurisdiction shall not affect the validity or enforceability of the remainingterms and provisions of this Agreement or the validity or enforceability of the offending term orprovision in any other situation or in any other jurisdiction.     (i) *Construction*. The language of this Agreement shall be interpreted simply and inaccordance with its plain meaning. The parties have participated jointly in the negotiation anddrafting of this Agreement. In the event an ambiguity or question of intent or interpretationarises, this Agreement shall be construed as if drafted jointly by the parties and no presumptionor burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of anyof the provisions of this Agreement. The section headings contained in this Agreement are insertedfor convenience only and shall not affect in any way the meaning or interpretation of thisAgreement.     (j) *Arbitration*. The Company and Koeneke agree that any dispute regarding the application,interpretation or breach of this Agreement (including, but not limited to, any allegedmisrepresentation made herein) will be subject to final and binding arbitration beforeJAMS/Endispute of San Diego County, California pursuant to the then existing JAMS rules applicableto any such dispute. Any resolution, opinion or order of JAMS/Endispute may be entered as ajudgment of a court of competent jurisdiction. This Agreement shall be admissible in anyproceeding to enforce its terms.*[Signature page follows.]*
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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.      ASHWORTH, INC.