EXHIBIT 10.1
ASHWORTH,
INC.
MANAGEMENT CHANGE IN
CONTROL PLAN
1. Effective Date
: September 19, 2008
2. Purposes of
Plan : (a) To maximize shareholder value by fostering
Management’s objectivity in making decisions and performing
their duties with respect to any pending or threatened Change in
Control (as defined below) of Ashworth, Inc. (the
“Company”); (b) to increase the likelihood that
the Company (and any acquiror) will have the continued dedication
and availability of Management, notwithstanding the possibility,
threat or occurrence of a Change in Control; and (c) to
provide compensation arrangements upon a Change in Control that are
reasonably competitive with other similarly situated
corporations.
3. Change in
Control . As used in this Plan, the phrase “Change in
Control” shall mean:
(i) The acquisition (other than from the Company) by any
person, entity or “group”, within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) (excluding, for
this purpose, the Company or its subsidiaries, or any executive
benefit plan of the Company or its subsidiaries which acquires
beneficial ownership of voting securities of the Company), for a
per-share cash consideration of no less than the closing price of
the Company’s common stock on the Effective Date hereof, as
hereafter adjusted for stock splits, reverse stock splits, and the
like (the “Current Price”) (or a per-share stock, or
cash and stock, consideration that the Board of Directors
determines to have a valu
