EMPLOYMENT
AGREEMENT.
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(C)
WITHHOLDING TAXES.
ALL AMOUNTS PAYABLE
HEREUNDER SHALL BE SUBJECT TO THE WITHHOLDING OF ALL APPLICABLE TAXES AND
DEDUCTIONS REQUIRED BY ANY APPLICABLE LAW.
(D)
TEXAS LAW.
THIS EMPLOYMENT AGREEMENT SHALL
BE GOVERNED BY TEXAS LAW WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES
THEREOF.
ANY LITIGATION THAT MAY BE BROUGHT BY EITHER THE COMPANY OR EXECUTIVE
INVOLVING THE ENFORCEMENT OF THIS EMPLOYMENT AGREEMENT OR ANY RIGHTS, DUTIES, OR
OBLIGATIONS UNDER THIS EMPLOYMENT AGREEMENT, SHALL BE BROUGHT EXCLUSIVELY IN A
TEXAS STATE COURT OR UNITED STATES DISTRICT COURT IN TEXAS.
(E)
ASSIGNMENT.
THIS EMPLOYMENT AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY AND ANY SUCCESSOR
IN INTEREST TO THE COMPANY OR ANY SEGMENT OF SUCH BUSINESS.
THE COMPANY MAY
ASSIGN THIS EMPLOYMENT AGREEMENT TO ANY AFFILIATE OR SUCCESSOR THAT ACQUIRES ALL
OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS OF THE COMPANY OR A MAJORITY OF
THE VOTING INTERESTS OF THE COMPANY, AND NO SUCH ASSIGNMENT SHALL BE TREATED AS
A TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THIS EMPLOYMENT AGREEMENT.
EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THIS EMPLOYMENT AGREEMENT ARE PERSONAL
AND SHALL NOT BE ASSIGNED OR TRANSFERRED.
(F)
OTHER AGREEMENTS.
UPON THE DATE OF
EXECUTION HEREOF, THIS EMPLOYMENT AGREEMENT REPLACES AND MERGES ANY AND ALL
PREVIOUS AGREEMENTS AND UNDERSTANDINGS REGARDING ALL THE TERMS AND CONDITIONS OF
EXECUTIVE'S EMPLOYMENT, OR OTHER SERVICE PROVIDER, RELATIONSHIP WITH THE
COMPANY, AND THIS EMPLOYMENT AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN
THE COMPANY AND EXECUTIVE WITH RESPECT TO SUCH TERMS AND CONDITIONS.
(G)
AMENDMENT.
NO AMENDMENT TO THIS EMPLOYMENT
AGREEMENT SHALL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY THE COMPANY
AND BY EXECUTIVE.
(H)
INVALIDITY.
IF ANY PART OF THIS EMPLOYMENT
AGREEMENT IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR
OTHERWISE UNENFORCEABLE, THE REMAINING PART SHALL BE UNAFFECTED AND SHALL
CONTINUE IN FULL FORCE AND EFFECT, AND THE INVALID OR OTHERWISE UNENFORCEABLE
PART SHALL BE DEEMED NOT TO BE PART OF THIS EMPLOYMENT AGREEMENT.
(I)
LITIGATION.
IN THE EVENT THAT EITHER
PARTY TO THIS EMPLOYMENT AGREEMENT INSTITUTES LITIGATION AGAINST THE OTHER PARTY
TO ENFORCE HIS OR ITS RESPECTIVE RIGHTS UNDER THIS EMPLOYMENT AGREEMENT, EACH
PARTY SHALL PAY ITS OWN COSTS AND EXPENSES INCURRED IN CONNECTION WITH SUCH
LITIGATION.
IN WITNESS WHEREOF, the Company and Executive have executed this Employment
Agreement in multiple originals to be effective as of December 28, 2009.
GOLFSMITH INTERNATIONAL
EXECUTIVE
HOLDINGS, INC.
By:
/s/ Robert Allen
/s/ Martin Hanaka
Name: Robert Allen
Name: Martin Hanaka
Title: Chairman, Compensation Committee
Title: Chief Executive Officer
Date: December 28, 2009
Date: December 28, 2009
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