GOLFSMITH INTERNATIONAL HOLDINGS, INC. (a Delaware corporation) l Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • June 1st, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
The undersigned, a stockholder of Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities Inc. (“J.P. Morgan”) and Lazard Capital Markets LLC propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company providing for the initial public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 180 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of
JAMES D. THOMPSON AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL, INC.Employment Agreement • June 1st, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Texas
This is an Amended and Restated Employment Agreement (this “Employment Agreement”), dated as of May 30, 2006, entered into between Golfsmith International, Inc., a Delaware corporation (the “Company”), and James D. Thompson (“Executive”).
MANAGEMENT RIGHTS AGREEMENTManagement Rights Agreement • June 1st, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
THIS MANAGEMENT RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 23, 2006, by and between Golfsmith International Holdings, Inc. (the “Company”), a Delaware corporation, and Atlantic Equity Partners III, L.P., a Delaware limited partnership (together with its affiliates, successors and assigns, the “Sponsoring Stockholder”).
VIRGINIA BUNTE AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH GOLFSMITH INTERNATIONAL, INC.Employment Agreement • June 1st, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Texas
This is an Amended and Restated Employment Agreement (this “Employment Agreement”), dated as of May 30, 2006, entered into between Golfsmith International, Inc., a Delaware corporation (the “Company”), and Virginia Bunte (“Executive”).
TERMINATION AGREEMENTTermination Agreement • June 1st, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
THIS TERMINATION AGREEMENT (this “Agreement”), entered into as of May 22, 2006, by and between Lawrence N. Mondry (the “Consultant”) whose address is 17532 Woods Edge Drive, Dallas, TX 75287 and Golfsmith International Holdings, Inc. (the “Company”), whose principal place of business is 11000 N. I H 35, Austin, TX 78753.
GOLFSMITH INTERNATIONAL HOLDINGS, INC. 2006 Incentive Compensation PlanGolfsmith International Holdings Inc • June 1st, 2006 • Retail-miscellaneous shopping goods stores • New York
Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), has adopted the Golfsmith International Holdings, Inc. 2006 Incentive Compensation Plan (the “Plan”) for the benefit of non-employee directors of the Company, officers and eligible employees and consultants of the Company and any Subsidiaries and Affiliates (as each term defined below), as follows:
TERMINATION AGREEMENTTermination Agreement • June 1st, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • New York
THIS TERMINATION AGREEMENT (this “Agreement”), entered into as of May 23, 2006, by and among Golfsmith International Holdings, Inc., a Delaware corporation (“Holdings”), Golfsmith International, Inc., a Delaware corporation (“International” and, together with Holdings, the “Companies”), and First Atlantic Capital, Ltd., a Delaware corporation (together with its affiliates, successors and assigns, the “Consultant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2006 • Golfsmith International Holdings Inc • Retail-miscellaneous shopping goods stores • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May [_], 2006 between Golfsmith International Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (collectively with such person’s heirs, executors, administrators and other personal representatives, the “Indemnitee”), an officer, director or senior management of the Company.
