EXHIBIT 4.4
AMENDMENT TO THE
GOLFSMITH INTERNATIONAL HOLDINGS, INC.
2006 INCENTIVE COMPENSATION PLAN
This Amendment (this “
Amendment ”) is made by Golfsmith International
Holdings, Inc., a Delaware corporation (the “
Company ”), to the Golfsmith International
Holdings, Inc. 2006 Incentive Compensation Plan (the “
2006 Incentive Plan ”), pursuant to the
authorization of the Company’s board of directors and
stockholders.
R E C I T A L S:
The 2006 Incentive Plan currently
provides for the issuance of up to 1,800,000 shares of common stock
of the Company. The Company’s board of directors has
determined that it is advisable, fair and in the best interests of
the Company and its stockholders to amend the 2006 Incentive Plan
to provide for the issuance of up to an additional 1,500,000
shares of common stock, in order to continue to provide to the
persons who are responsible for the continued growth of the
Company’s business an opportunity to acquire a proprietary
interest in the Company.
A G R E E M E N T:
NOW, THEREFORE
, the 2006 Incentive Plan is amended
as follows:
1.
Definitions .
A.
Unless otherwise specifically defined in this Amendment,
capitalized terms shall have the definitions set forth in the 2006
Incentive Plan.
2.
Stock Subject to the 2006 Incentive Plan.
Section 4.1 of the 2006 Incentive Plan is hereby deleted in
its entirety and replaced with the following:
4.1. Number of Shares Available
for Grants . The shares of stock subject to Awards granted
under the Plan shall be Shares. Such Shares subject to
