CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONA OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION FIRST AMENDMENT TO GOLF CONSULTANT AGREEMENT RECITALS
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CONFIDENTIAL TREATMENT REQUESTED. |
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CONFIDENTIAL PORTIONA OF THIS |
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DOCUMENT HAVE BEEN REDACTED |
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AND HAVE BEEN SEPARATELY |
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FILED WITH THE COMMISSION |
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FIRST AMENDMENT TO GOLF CONSULTANT AGREEMENT |
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RECITALS |
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A. |
WHEREAS, Xxxxx Golf, Inc. (XXXXX) and Xxxxxx X. Xxxxxx (CONSULTANT) entered into a written golf consultant agreement dated August 30, 1999. |
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B. |
WHEREAS, the parties entered into an addendum to the golf consultant agreement dated August 13, 2002. |
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C. |
WHEREAS, the parties desire to settle their differences concerning their material rights and obligations arising out of the golf consultant agreement and addendum by entering into this First Amendment to Golf Consultant Agreement. |
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AGREEMENT |
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COMPENSATION |
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1. |
For the final two years of the agreement, CONSULTANT shall receive a retainer of [XXXXX] ([XXXXX]) per year payable as follows: |
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A. |
For the contract year commencing September 1, 2002 through August 31, 2003, CONSULTANT shall receive the entire [XXXXX] ([XXXXX]) upon entering into this amended agreement. |
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B. |
For the final contract year commencing September 1, 2003 through August 31, 2004, CONSULTANT shall receive [XXXXX] ([XXXXX]) on September 1, 2003 and [XXXXX] ([XXXXX]) on March 1, 2004. |
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2. |
In addition, if CONSULTANT wins any of the major tournaments of the PGA or SPGA tours, he shall receive a win bonus of [XXXXX] ([XXXXX]) dollars per win. For the purposes of this agreement, Major tournaments of the PGA tour shall be the Masters, U.S. Open, British Open and PGA Championship and major tournaments of the SPGA tour shall be the USGA Senior Open, Senior PGA, Tradition and Ford Seniors. |
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3. |
In addition XXXXX grants CONSULTANT options to purchase [XXXXX] ([XXXXX]) shares of Xxxxx Golf Inc.'s stock at [XXXXX] ([XXXXX]) per share. The options shall vest in six months. All stock options must be executed within five years of the termination of this agreement. The options will be provided pursuant to the Xxxxx Golf Inc.'s 2002 Equity Incentive Plan and subject to the terms of a written stock option agreement that shall be provided to CONSULTANT concurrently with this amendment. |
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[XXXXX] - Confidential Material redacted and filed separately with the Commmission |
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4. |
Notwithstanding any other paragraph in the original agreement or the addendum to the contrary, the compensation amounts above shall be the total compensation to which CONSULTANT is entitled. The royalty payment rights concerning XXXXX' irons as provided in the original agreement are expressly eliminated. |
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5. |
XXXXX grants CONSULTANT a security interest in its inventory and accounts receivable, second in position to GE Capital, to secure payment under this agreement. It is expressly understood that XXXXX has entered into a financing arrangement with GE Capital which does and shall continue to have first priority over XXXXX inventory and accounts receivables. XXXXX also shall have the right to replace the GE Capital financing arrangement with a similar financing arrangement, which under all circumstances shall have priority over CONSULTANT'S security interest. The security interest granted CONSULTANT shall attach upon execution of this amendment. As long as permitted by GE Capital, XXXXX and CONSULTANT shall use best efforts to execute a Financing Statement in the state of Texas to perfect the security interest created by this amendment. |
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ENDORSEMENT RIGHTS |
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Notwithstanding any contrary paragraphs in the original agreement including, but not limited to, paragraphs 3.2 and 3.3, CONSULTANT shall be entitled to endorse the [XXXXX] golf ball and have the name "[XXXXX]" on his Xxxxx headwear and golf bag in a location and size consistent with CONSULTANT'S historical practice prior to this first amendment. |
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CONSULTANT shall be entitled to add an additional third-party endorsement to his Xxxxx Golf bag, so long as the endorsement is not of a company that manufactures golf clubs or a brand under which golf clubs are sold. The location and size of the endorsement is subject to the approval of XXXXX, which shall not be unreasonably withheld. |
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PERSONAL APPEARANCES |
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CONSULTANT's [XXXXX] personal appearance days per contract year, required by paragraph 3.11 of the original agreement, are eliminated. |
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OTHER PROVISIONS |
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XXXXX has alleged that CONSULTANT breeched the original agreement. By entering into this First Amendment, XXXXX hereby declares the alleged breech cured and further releases CONSULTANT from any claims XXXXX had or may have relative to the alleged breech of the original agreement. |
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10. |
All other provisions of the original Agreement of August 30, 1999 not modified hereby shall remain in full force and effect. |
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IN WITNESS WHEREOF, parties hereto have caused this Agreement to be executed as of the date(s) set forth below. |
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CONSULTANT |
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| Date: 9/30/02 | By: | /s/ Xxxxx Xxxxxxxx, as agent for Xxx Xxxxxx |
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Xxx Xxxxxx | ||
| COMPANY NAME CORPORATION | ||
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| Date: 9/30/02 | By: | /s/ Xxxx Xxxxxx |
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Xxxx Xxxxxx | ||
| Chief Executive Officer of Xxxxx Golf, Inc. | ||
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