EMPLOYMENT AGREEMENT
THIS
EMPLOYMENT AGREEMENT
(the
“Agreement”) shall be effective on the 1st day of January, 2006 (the “Effective
Date”), by and between Xxxxx Golf, Inc. and its subsidiaries with its principal
place of business at 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx, Xxxxx (collectively, the
“Company”), and Xx. Xxxxxx Xxxxx (the “Chairman”).
W
I T N E S E T H:
WHEREAS,
the
Company desires to employ the Chairman in the capacity of non-executive Chairman
of the Board of Directors;
WHEREAS,
the
Chairman desires and is willing to accept employment with the Company on the
terms and subject to the conditions set forth below;
NOW,
THEREFORE,
in
consideration of the promises and mutual covenants contained herein, the parties
agree as follows:
1. EMPLOYMENT
AND DUTIES.
During
the term of this Agreement the Company shall employ the Chairman as its Chairman
of the Board of Directors. The Chairman’s duties shall be those reasonably
expected of a non-executive Chairman of the Board of Directors in a similarly
capitalized corporation. Additionally, the Chairman shall participate in Public
Relations efforts and consult on Research and Design as directed by the Chief
Executive Officer and the Board of Directors. The Chairman shall devote his
knowledge, skills, professional time, attention and energies to the Public
Relations and Research and Design of Products for the Company in order to
perform faithfully, competently and diligently any duty assigned to him by
the
Chief Executive Officer. Notwithstanding the foregoing, it is understood and
agreed between the parties that the Chairman shall have no authority or duties
over operational or executive matters other than as a voting member of the
Board
of Directors as provided in the by-laws of the Company. Pursuant to his duties
hereunder, the Chairman will create and promote the Company’s goodwill among its
customers, employees, suppliers, and other parties with whom it has business
relationships.
2. TERM.
The
term
of this Agreement shall commence on the Effective Date and shall continue in
effect through December 31, 2008 (the “Term”), unless earlier terminated
pursuant to the provisions set forth in Section 5 of this Agreement. The
Chairman’s termination or resignation pursuant to Section 5 of this Agreement
shall not, in any way, prejudice the Chairman’s rights under this Agreement or
as provided by Texas law.
3. PLACE
OF EMPLOYMENT.
The
place
of employment shall be at the Company’s principal office currently located in
Plano, Texas; provided, however, that the Company may from time to time
reasonably require the Chairman to travel temporarily to other locations on
Company business.
4. COMPENSATION.
In
consideration of all of the services to be rendered by the Chairman to the
Company hereunder, the Company hereby agrees to pay the Chairman, and the
Chairman hereby agrees to accept from the Company, the following
compensation:
(a) Annual
Base Salary.
The
Chairman shall be paid Two Hundred Fifty Four Thousand and Four Hundred
($254,400) dollars annually which will continue during the Term of this
Agreement and which will be payable in equal installments in accordance with
the
Company’s general salary payment policies, but no less frequently than monthly
(“Annual Base Salary”).
(b) Employee
Benefit Plans.
(i) General.
During
the Term of this Agreement, the Chairman, and his “dependents” as that term may
be defined under any applicable employee benefit plan of the Company, shall
be
entitled to participate in and receive benefits under any and all employee
benefit plans and programs which are from time to time generally made available
to executive employees of the Company.
(ii) Health
Insurance.
During
the Term of this Agreement, the Company shall provide the Chairman, at the
Company’s expense, with any health insurance plan provided to qualifying
employees of the Company (identified as of the Effective Date as the “Xxxxx Golf
Ltd. Employee Medical Benefit Plan”), including any enhanced health insurance
plan benefits which may be provided to qualifying executive employees of the
Company (identified as of the Effective Date as “Exec-U-Care”).
(c) Expenses.
During
the Term of this Agreement, the Chairman shall be entitled to receive
reimbursement for all reasonable expenses incurred by the Chairman in connection
with the fulfillment of his duties herein, provided the Chairman has complied
with all policies and procedures relating to the reimbursement of such expenses
as may from time to time be established by the Company including, but not
limited to, the providing of all supporting backup to such expenses as is
required by the Internal Revenue Service. It is expressly agreed that reasonable
expenses shall include the lease of a car at the Company’s expense. Any lease
agreement for a car shall not bind the Company beyond the term of this
Agreement.
(d) Office
and Support Staff. During
the Term of this Agreement, the Chairman shall be entitled to an office (but
not
necessarily the office historically used by the Chairman), furnishings, other
appointments, and access to secretarial or other assistants (including without
limitation, access to Xxx Xxxx, his former assistant) as reasonably necessary
to
perform the Chairman’s duties and obligations as set forth herein and comparable
to other similarly situated executive employees of the Company.
(e) Promotional
Items. During
the Term of this Agreement, the Chairman shall be entitled to provide Company
products, at the Company’s expense (not to exceed a maximum of Five Thousand
($5,000) dollars annually), to customers, vendors, or suppliers as the Chairman
in his sole discretion determines, provided that the Chairman’s objective is to
enhance the business and goodwill of the Company.
5. TERMINATION
OF AGREEMENT.
This
Agreement (other than the provisions as applicable of Section 12, which shall
survive such termination) may be terminated as provided herein:
(a) Termination
by the Company for “Cause”.
For
purposes hereof, the Company shall have “Cause” to terminate the Chairman’s
employment hereunder in any of the following events:
(i) the
deliberate and intentional breach of any material provision of this Agreement,
which breach the Chairman shall have failed to reasonably cure within thirty
(30) days after the Chairman’s receipt of written notice from the Company
specifying the specific nature of the Chairman’s breach; or
(ii) the
deliberate and intentional engaging by the Chairman in gross misconduct that
is
materially and demonstrably harmful to the best interests, monetary or
otherwise, of the Company; or
(iii) a
conviction of the Chairman for a felony involving
moral turpitude, fraud or deceit.
(b) Resignation
by the Chairman Without “Good Reason”. The
Chairman may resign from his employment with the Company for any reason upon
sixty (60) days prior written notice to the Company. For purposes of this
Agreement, a resignation by the Chairman shall be for “Good Reason” only upon
the occurrence of one or more of the events described in subsection 5(d).
(c) Termination
by the Company Without “Cause”.
For
purposes hereof, if the Company terminates the Chairman’s employment for any
reason other than those listed in subsection 5(a), then such termination shall
be without “Cause.”
(d) Resignation
by the Chairman for “Good Reason”.
The
Chairman’s employment under this Agreement shall be deemed to have been
terminated other than for Cause and for “Good Reason” (as herein so used), if
the Chairman tenders his resignation within:
(i) thirty
(30) days of the occurrence of any material breach by the Company of any of
the
terms of, or the failure to perform any covenant or agreement contained in
this
Agreement, which breach or failure to perform shall not have been cured by
the
Company within thirty (30) days after the Company’s receipt from the Chairman of
written notice specifying in reasonable details the nature of the Company’s
breach or failure to perform; or
(ii) thirty
(30) days of the occurrence of any substantial reduction in title, position,
reporting requirements, responsibilities, or duties of the Chairman, which
occurrence shall not have been cured by the Company within thirty (30) days
after the Company’s receipt from the Chairman of written notice specifying in
reasonable details the nature of such occurrence; or
(iii) thirty
(30) days of the occurrence of any reduction in the Annual Base Salary;
or
(iv) thirty
(30) days of the Company’s failure to obtain the full assumption in writing of
this Agreement by any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) of the Company’s business and/or assets not
less than five (5) days prior to any sale, merger, consolidation, or other
disposition of the Company’s business or assets; or
(v) delivery
by the Company to the Chairman of written notice of the Company’s approval for
the Chairman to tender his resignation with Good Reason.
(e) Termination
on Death.
In the
event of the Chairman’s death, this Agreement will be deemed to have terminated
on the date of his death.
(f) Termination
on Disability.
If the
Chairman becomes unable to perform his duties as described herein due to injury,
illness, or disability (physical or mental) during one (1) consecutive period
of
one hundred twenty (120) days, which incapacity is, in the Company’s judgment,
prejudicial to the Company’s best interests, then the Company or the Chairman
may terminate this Agreement. If the Chairman is incapacitated, then his legally
designated representative may terminate this Agreement.
(g) Termination
by Mutual Written Agreement.
This
Agreement and the Chairman’s employment with the Company may be terminated at
any time by the mutual written agreement of the Chairman and the Company.
6. SEVERANCE.
Upon
the
termination of this Agreement, the Company agrees to make severance payments
as
follows:
(a) Termination
by the Company for “Cause”.
If
the
Company terminates this Agreement for “Cause” pursuant to subsection 5(a), then
the Chairman shall not be entitled to any severance pay. However, in such event
the Company shall pay to the Chairman his accrued but unpaid Annual Base Salary
and any amount due (and not previously paid) to the Chairman under subsection
4(c) for reasonable expenses incurred by the Chairman in the performance of
his
duties hereunder.
(b) Resignation
by the Chairman Without “Good Reason”. If
the
Chairman terminates this Agreement without “Good Reason” pursuant to subsection
5(b), then the Chairman shall not be entitled to any severance pay. However,
in
such event the Company shall pay to the Chairman his accrued but unpaid Annual
Base Salary and any amount due (and not previously paid) to the Chairman under
subsection 4(c) for reasonable expenses incurred by the Chairman in the
performance of his duties hereunder.
(c) Termination
by the Company Without “Cause” or Resignation by the Chairman for “Good
Reason”.
If the
Company terminates this Agreement without “Cause” pursuant to subsection 5(c) or
if the Chairman resigns for “Good Reason” pursuant to subsection 5(d), then the
Company will pay the Chairman the following compensation and
benefits:
(i) Severance
Payment.
A
lump
sum payment (the “Severance Payment”) in cash equal to one year’s Annual Base
Salary at the then current rate in effect immediately prior to the Chairman’s
termination or resignation. The Company shall make the Severance Payment
beginning six (6) months after termination or resignation, and in twenty-four
(24) semi-monthly installments to coincide with the Company’s salaried payroll
schedule. Additionally, in such event the Company shall pay to the Chairman
his
accrued but unpaid Annual Base Salary as of the date of the termination or
resignation, and any amount due (and not previously paid) to the Chairman under
subsection 4(c) for reasonable expenses incurred by the Chairman in the
performance of his duties hereunder.
(ii) Employee
Benefit Plans, Including Without Limitation, Health
Insurance.
Upon the
Chairman’s termination or resignation, the Company shall provide any benefit due
to the Chairman in accordance with the terms and conditions of each
Company-sponsored employee benefit plan in which the Chairman, and any of his
dependants, participated prior to the date of his termination or resignation.
Additionally, the Company shall provide health care plan benefits to the
Chairman and his eligible dependents in accordance with the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (“COBRA”).
The
Company agrees that for a one year period following the date of the Chairman’s
termination or resignation, the Company shall pay the COBRA premiums for all
of
the Chairman’s health insurance continuation coverage, provided that the
Chairman elects such continuation coverage within sixty (60) days of his
termination or resignation. Thereafter, if the Chairman is eligible and wishes
to continue his COBRA coverage, the Chairman shall be solely responsible for
payment of the entire COBRA premium during any applicable COBRA continuation
period.
On
a
benefit by benefit basis, the Chairman may give written notice to the Company
of
his decision to decline election of continuation coverage, and then the Company
shall pay to the Chairman a lump sum cash payment in an amount equal to the
present value (using an 8% annual discount rate) of the projected cost to the
Company of providing such benefit during a one year continuation period from
the
date of the Chairman’s termination or resignation. The aggregate amount of cash
to which the Chairman is entitled pursuant to the preceding sentence shall
be
payable to the Chairman within sixty (60) days after the date of the termination
or resignation of Chairman’s employment hereunder.
(iii) Unpaid
Annual Base Salary and Expenses.
The Company
shall pay to the Chairman any accrued but unpaid Annual Base Salary and any
amount due (and not previously paid) to the Chairman under subsection 4(c)
for
reasonable expenses incurred by the Chairman in the performance of his duties
hereunder.
The
Chairman’s subsequent death or disability shall in no way affect or limit the
Company’s obligations under this Section.
(d) Termination
on Death.
If this
Agreement terminates pursuant to the death of the Chairman under subsection
5(e), then the Company shall pay to the Chairman’s wife, if she has not
predeceased him and if she is married to the Chairman on the date of his death,
a lump sum payment (the “Widow Payment”) in cash equal to one year of the
Chairman’s Annual Base Salary at the then current rate in effect at the time of
the Chairman’s death, payable in twelve (12) equal monthly installments
following the Chairman’s date of death. If the Chairman is not married at the
time of his death or if the Chairman’s wife has predeceased the Chairman, then
the Company shall make the Widow Payment to the Chairman’s estate. Additionally,
in the event of the Chairman’s death, the Company shall pay to the Chairman’s
wife, or his estate if she has predeceased him or is not married to him on
the
date of his death, the Chairman’s accrued but unpaid Annual Base Salary and any
amount due (and not previously paid) to the Chairman under subsection 4(c)
for
reasonable expenses incurred by the Chairman in the performance of his duties
hereunder.
(e) Termination
on Disability.
If the
Company, the Chairman or the Chairman’s legally designated representative
terminates this Agreement by reason of disability pursuant to subsection 5(f),
then the Company shall pay to the Chairman the difference between (i) the
Chairman’s Annual Base Salary at the then current rate in effect at the time of
the Chairman’s disability, calculated on a monthly basis, and (ii) any
disability compensation received by the Chairman (the “Disability Payments”).
The Company’s obligation to make the Disability Payments described herein shall
commence on the date this Agreement is terminated by reason of disability
pursuant to subsection 5(f) and shall end on the first year anniversary of
such
date (the “Disability Payment Period”).
(f) Death
While on Disability.
If this
Agreement is terminated by reason of disability pursuant to subsection 5(f)
and
the Chairman dies during the Disability Payment Period, the Company shall make
the Widow Payment described in subsection 6(d) in lieu of making additional
Disability Payments, provided that the Chairman’s wife has not predeceased him
and she is married to the Chairman on the date of his death. If the Chairman
is
not married at the time of his death or if the Chairman’s wife has predeceased
the Chairman, then the Company shall make the Widow Payment and any Disability
Payments that have accrued but remain unpaid at the time of the Chairman’s death
to the Chairman’s estate.
(g) Termination
by Mutual Written Agreement.
In the
event that the Chairman and the Company shall terminate the Chairman’s
employment by mutual written agreement, the Company shall pay such compensation
and provide such benefits, if any, as the parties may mutually agree upon in
writing.
7.
COVENANTS
AS TO CONFIDENTIAL INFORMATION AND COMPETITIVE CONDUCT.
The
Chairman acknowledges and agrees as follows: (i) this Section 7 is necessary
for
the protection of the legitimate business interests of the Company, (ii) the
restrictions contained in this Section 7 with regard to geographical scope,
length of term and types of restricted activities are reasonable, (iii) the
Chairman has received adequate and valuable new consideration as set forth
herein for entering into this Agreement, and (iv) the Chairman’s expertise and
capabilities are such that this obligation and the enforcement of it by
injunction or otherwise will not adversely affect the Chairman’s ability to earn
a livelihood.
(a) Confidentiality
of Information and Nondisclosure.
The
Chairman acknowledges and agrees that his employment by the Company under this
Agreement necessarily involves proprietary information pertaining to the
business of the Company and its related entities. Accordingly, the Chairman
agrees that at all times during the terms of this Agreement and at all times
thereafter, he will not, directly or indirectly, without the express written
approval of the Company, unless directed by applicable legal authority having
jurisdiction over the Chairman, disclose to or use, or knowingly permit to
be so
disclosed or used, for the benefit of himself, any person, corporation or other
entity other than the Company, except as required in the course of his
employment:
(i) any
information concerning any financial matters, customer relationships,
competitive status, supplier matters, internal organizational matters, current
or future plans, or other business affairs of or relating to the Company or
its
subsidiaries,
(ii) any
management, operational, trade, technical or other secrets or any other
proprietary information or other data of the Company or its
subsidiaries,
(iii) any
other
information related to the Company or its related entities that the Chairman
should reasonably believe will be damaging to the Company or its related
entities and which has not been published and is not generally known outside
of
the Company.
The
Chairman acknowledges that all of the foregoing constitutes confidential and/or
proprietary information of the Company, which is the exclusive property of
the
Company. Excluded from this confidential and/or proprietary information of
the
Company shall be (i) information known by or generally available to the public
through no breach by the Chairman of this Agreement and which the public may
use
without any direct or indirect obligation to the Company and (ii) information
that documentary evidence demonstrates was independently developed by the
Chairman.
(b) Restrictive
Covenant.
During
the term of, and for a period of one (1) year (the “Restrictive Period”) after
the termination of the Chairman’s employment other than by the Company without
Cause or by the Chairman with Good Reason, the Chairman shall not render,
directly or indirectly, services to (as an employee, consultant, independent
contractor or in any other capacity) any person, firm, corporation, association
or other entity which conducts the same or similar business as the Company
or
its subsidiaries at the date of the Chairman’s termination of employment within
the states in which the Company or any of its subsidiaries is then doing
business at the date of the Chairman’s termination of employment hereunder
without the prior written consent of the Chief Executive Officer which may
be
withheld at his sole discretion. In the event that this Agreement expires after
termination and is not renewed by the parties, the Restrictive Period shall
not
extend beyond the termination of employment unless the Company pays the Chairman
an additional amount equal to one year’s Annual Base Salary, in which case it
shall extend for a period of one (1) year. The Chairman further agrees that
at
no time during the Restrictive Period will the Chairman attempt to directly
or
indirectly solicit or hire employees of the Company or its subsidiaries or
induce any of them to terminate their employment with the Company or any of
the
subsidiaries.
(c) Company
Remedies.
The
Chairman acknowledges and agrees that any breach of this Agreement by him will
result in immediate and irreparable harm to the Company and that the Company
cannot be reasonably or adequately compensated by damages in an action at law.
In the event of a breach by the Chairman of the provisions of this Section
7 as
determined by an Arbitrator, the Company shall be entitled to, to the extent
permitted by law, immediately to cease paying or providing the Chairman or
his
dependents any compensation or benefits provided pursuant to Sections 4 or
6 of
this Agreement as liquidated damages, and also to obtain immediate injunctive
relief restraining the Chairman from conduct in breach of the covenants
contained in this Section 7. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedies available to it for such breach,
including the recovery of damages from the Chairman under the provisions of
Section 12.
8. AGREEMENT
SURVIVES MERGER OR DISSOLUTION.
This
Agreement shall not be terminated by the Company’s voluntary or involuntary
dissolution or by any merger in which the Company is not the surviving or
resulting corporation, or on any transfer of all or substantially all of the
Company’s assets. In the event of any such merger or transfer of assets, the
provisions of this Agreement shall be binding on and inure to the benefit of
the
surviving business entity or the business entity to which such assets shall
be
transferred and to the Chairman and his heirs.
9. OWNERSHIP
OF INTANGIBLES.
In
relation to the Company’s products, namely, standard golf clubs (including
woods, irons, and putters), golf bags, and golf apparel, any processes,
inventions, patents, copyrights, trademarks, and other intangible rights that
may be conceived or developed by the Chairman, either alone or with others,
during the term of Chairman’s employment, whether or not conceived or developed
during Chairman’s working hours, and with respect to which the equipment,
supplies, facilities, or trade secret information of the Company was used,
or
that relate at the time of conception or reduction to practice of the invention
to the business of the Company or to the Company’s actual or demonstrably
anticipated research and development, or that result from any work performed
by
Chairman for the Company, shall be the sole property of the Company. Chairman
shall execute all documents, including patent applications and assignments,
required by the Company to establish the Company’s rights under this
Section.
10. INDEMNIFICATION
BY THE COMPANY.
The
Company shall, to the maximum extent permitted by law, indemnify and hold the
Chairman harmless against expenses, including reasonable attorneys’ fees,
judgments, fines, settlements, and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the Chairman’s
employment by the Company. The Company shall advance to the Chairman any expense
incurred in defending any such proceeding to the maximum extent permitted by
law.
11.
DISCLOSURE
OF CUSTOMER INFORMATION AND SOLICITAITON OF OTHER EMPLOYEES
PROHIBITED.
In
the
course of his employment, the Chairman will have access to confidential records
and data pertaining to the Company’s customers and to the relationship between
these customers and the Company’s account executives. Such information is
considered secret and is disclosed to the Chairman in confidence. During his
employment by the Company and for one (1) year after termination of that
employment, the Chairman shall not directly or indirectly disclose or use any
such information, except as required in the course of his employment by the
Company. Nothing in this Section shall apply to gifts, meals, and entertainment
if the Chairman’s objective is to enhance the business and goodwill of the
Company.
12. ARBITRATION.
In
the
event of any controversy, dispute, or claim arising out of, or relating to,
any
of the provisions of this Agreement, the parties hereby agree that the matter
or
dispute shall be submitted to arbitration according to the National Rules for
the Resolution of Employment Disputes of the American Arbitration Association.
The arbitration shall be conducted in Dallas, Texas. The matter shall be decided
by a single arbitrator selected according to such rules. The cost of arbitration
shall be borne as the arbitrator determines. Each party shall bear its own
respective attorneys’ fees during the arbitration, but the arbitrator may award
all or part of the reasonable attorney’s fees incurred to the prevailing party.
The results of the arbitration shall be binding upon both sides and no appeal
shall be available therefrom. Notwithstanding this section, the Company may
seek
a temporary restraining order and a temporary injunction with regard to the
enforcement of the provisions of Section 7 prior to or during the pendency
of
any such arbitration.
13. WAIVER
OF BREACH.
Failure
of any party to protest a breach by any other party or waiver by any party
of a
breach shall not operate as or be construed as a waiver of rights or remedies
as
to that breach and a waiver by any party of a breach shall not operate as or
be
construed as a waiver of rights or remedies as to any subsequent breach by
any
other party.
14. NON-RELIANCE.
Each
party to this Agreement represents, warrants and acknowledges that in entering
into this Agreement that it has not relied upon any act, representation, or
warranty by any other party thereto, or by any of their representatives or
attorneys, except as may be expressly contained in this Agreement. Each party
further represents and warrants that he/it has thoroughly discussed all aspects
of this Agreement with his/its attorneys, that he/it has had a reasonable time
to review this Agreement, that he/it fully understands the provisions of this
Agreement and the effect thereof and that he/it is entering into this Agreement
voluntarily and of his/its own free will.
15. CONSTRUCTION
OF AGREEMENT.
Wherever
the context shall so require, all words herein in the male gender shall be
deemed to include the female or neuter gender, all singular words shall include
the plural, and all plural words shall include the singular.
16. TEXAS
LAW TO APPLY.
This
Agreement shall be construed under and in accordance with the laws of the State
of Texas, and all obligations of the parties created hereunder to be performed
in Dallas County, Texas.
17. SEVERABILITY.
If
any
one or more of the provisions contained in this Agreement for any reason are
held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision thereof
and
this Agreement shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
18. HEADINGS.
The
headings used in this Agreement are used for administrative purposes only and
do
not constitute substantive matters to be considered in construing the terms
of
this Agreement.
19. ENTIRE
AGREEMENT AND INTEGRATION.
This
Agreement constitutes the entire agreement among the parties hereto relating
to
the subject matter hereof, and supersedes all prior agreements and
understandings, whether oral or written, with respect to the same. No
modification, alteration, amendment, or rescission of or supplement to this
Agreement shall be valid or effective unless the same is in writing and signed
by all parties hereto.
20. NOTICES.
Any
parties’ address for notice may be changed by written notice delivered to the
other party in accordance with this paragraph. Any notice by certified mail
shall be deemed delivered upon actual receipt. Any notice or communication
required or permitted hereunder shall be in writing and personally delivered
or
mailed by certified mail, return receipt requested, or delivered by an overnight
express courier, addressed to the Company or the Chairman, as the case may
be,
at the addresses set forth below:
|
If
to the Company:
|
Xxxxx
Golf, Inc.
0000
Xxxx Xxxxx Xxxxxxx
Xxxxx,
Xxxxx 00000
Attn:
President
|
|
If
to the Chairman:
|
Xx.
Xxxxxx Xxxxx
0000
Xxxxxx Xxxxx
Xxxxxx,
Xxxxx 00000
|
21. PARTIES
BOUND.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, legal representatives,
successors, and assigns where permitted by this Agreement.
22. COUNTERPARTS.
This
Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original.
Executed
by the parties on the date written below.
| THE COMPANY: | XXXXX GOLF, INC. | ||
|
Date:
2/16/06
|
By:
|
/S/ XXXXXX X. XXXXXX | |
|
Xxxxxx
Xxxxxx
Its: Chief
Executive Officer and President
|
|||
| THE CHAIRMAN: | |||
|
Date:
2/16/06
|
By:
|
/S/ XXXXXX XXXXX | |
|
|
Xxxxxx Xxxxx | ||
|
|
