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EXECUTIVE CHANGE OF
CONTROL
AND
SEVERANCE AGREEMENT
THIS AGREEMENT (the "Agreement") is made and
entered into as of this 15th day of May, 2007 by and between
Adams Golf Management Corp , a Delaware corporation, and the
corporation's Chief Financial Officer , Eric Logan (the
"Executive"). Adams Golf Management Corp. is sometimes referred to
herein as the "Employer".
RECITALS
WHEREAS , management has determined that it is
in the best interests of Management Corp. and its group of
affiliated entities, the ultimate parent of which is Adams Golf,
Inc., a Delaware Corporation (" Adams Golf ,"
collectively with the affiliated entities, the "
Company ") as well as the shareholders of Adams Golf,
for Management Corp. to agree, for a period of three (3) years, to
assure either one (1) year's employment or the equivalent benefits
of one (1) year's employment to Executive, who is responsible for
financial and operations functions of the Company; and
WHEREAS , management has determined that
it is important to enable Executive, without being distracted by
the uncertainties of his own employment situation, to perform his
duties;
NOW, THEREFORE , in consideration of the
foregoing, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
AGREEMENT
Section I Term of Agreement . This
Agreement shall be effective for a period of three (3) years
commencing on the date first mentioned above and continuing for a
period of three (3) years.
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- "Base Salary" means the Executive's annual base salary in
effect on the day prior to a Sale (as defined below), Change of
Control (as defined below), or at the time of execution of this
Agreement, whichever is higher,
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- "Cause" means the following:
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- the Executive's admission or conviction of a felony,
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- the Executive's commission of an act of dishonesty in the
course of his duties,
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- the Executive's repeated disregard of policy directives of the
Employer,
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- the Executive's repeated failure to satisfactorily perform
assigned duties, or
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- the Executive's breach of his fiduciary responsibilities or
fiduciary duties as an employee of the Employer.
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- "Termination" means the following (without the Executive's
express written consent) after written notice provided by the
Executive and the failure of the Employer or its successors to
remedy the following within thirty (30) days after receipt of such
written notice:
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- a reduction in the Executive's Base Salary;
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- a relocation of the Executive's principal place of business to
any location which is not within the greater Dallas/Fort Worth
metropolitan area;
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- the assignment to the Executive of any duties inconsistent with
and inferior to the position with the Employer that the Executive
held immediately prior to the execution of the Agreement, or a
significant adverse alteration in the nature or status of the
Executive's responsibilities or the conditions of the Executive's
employment from those in effect immediately prior to the execution
of this Agreement;
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- the failure by the Employer to continue in effect any
compensation plan in which the Executive participates immediately
prior to the execution of this Agreement that is material to the
Executive's total compensation, including, but not limited to,
Adams Golf 2002 Equity Incentive Plan, or any additional or
substitute plan adopted prior to the execution of this Agreement,
or the failure by the Employer to continue the Executive's
participation in any compensation plan referred to above on a basis
less favorable, both in terms of benefits provided and the level of
the Executive's participation relative to other participants as
existed at the time of execution of this Agreement;
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- failure by the Employer to continue to provide the Executive
with benefits substantially similar at a substantially similar cost
to those enjoyed by the Executive under any of the Employer's life
insurance, medical, health and accident, or disability plans in
which the Executive was participating at the execution of this
Agreement, the taking of any action by the Employer which would
directly or indirectly materially reduce any of such benefits or
deprive the Executive of any material fringe benefit enjoyed by the
Executive at the execution of this Agreement;
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- firing or laying off the Executive;
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- any material breach of this Agreement by the Employer or its
successors.
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- "Sale Termination" means (1) within three years from the date
this contract is entered into, the Executive is terminated (as
defined above) without cause (as defined above); and (2) at the
time of termination, the following is imminently anticipated or
actually takes place:
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- a majority of the capital stock of Adams Golf is sold or
transferred to an unaffiliated entity, or
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- substantially all of the assets of Adams Golf are sold or
transferred to an unaffiliated entity.
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- "Change of Control Termination" means (1) within three years
from the date this contract is entered into, the Executive is
terminated (as defined above) without cause (as defined above); and
(2) at the time of termination, the following is imminently
anticipated or actually takes place:
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- any person is or becomes the "beneficial owner' (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Adams Golf, representing fifty-one (51%) percent or
more of the combined voting power of Adams Golf's then outstanding
securities;
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- the stockholders of Adams Golf approve a merger or
consolidation, a sale or disposition of all or substantially all of
Adams Golf's assets or a plan of liquidati
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