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EXECUTIVE CHANGE OF CONTROL AND SEVERANCE AGREEMENT

Change of Control Agreement

EXECUTIVE CHANGE OF CONTROL AND SEVERANCE AGREEMENT | Document Parties: Adams Golf Management Corp | Adams Golf, Inc You are currently viewing:
This Change of Control Agreement involves

Adams Golf Management Corp | Adams Golf, Inc

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Title: EXECUTIVE CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Governing Law: Texas     Date: 8/8/2007
Industry: Recreational Products     Sector: Consumer Cyclical

EXECUTIVE CHANGE OF CONTROL AND SEVERANCE AGREEMENT, Parties: adams golf management corp , adams golf  inc
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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.

    • Section 2 Definitions.

        1.  

        2. "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,
        3.  

        4. "Cause" means the following:
            1.  

            2. the Executive's admission or conviction of a felony,
            1.  

            2. the Executive's commission of an act of dishonesty in the course of his duties,
            3.  

            4. the Executive's repeated disregard of policy directives of the Employer,
            5.  

            6. the Executive's repeated failure to satisfactorily perform assigned duties, or
            7.  

            8. the Executive's breach of his fiduciary responsibilities or fiduciary duties as an employee of the Employer.
        1.  

        2. "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:
            1.  

            2. a reduction in the Executive's Base Salary;
            3.  

            4. a relocation of the Executive's principal place of business to any location which is not within the greater Dallas/Fort Worth metropolitan area;
            5.  

            6. 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;
            7.  

            8. 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;
            9.  

            10. 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;
            11.  

            12. firing or laying off the Executive;
            13.  

            14. any material breach of this Agreement by the Employer or its successors.
        1.  

        2. "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:
            1.  

            2. a majority of the capital stock of Adams Golf is sold or transferred to an unaffiliated entity, or
            1.  

            2. substantially all of the assets of Adams Golf are sold or transferred to an unaffiliated entity.
        1.  

        2. "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:
            1.  

            2. 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;
            3.  

            4. 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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