Exhibit 10.1
November 27, 2006
Mr. Peter M. Weil
53 Bonad Road
West Newton, MA 02465
Re: Employment at Ashworth,
Inc.
Dear Mr. Weil:
In accordance with our recent
discussions, we are pleased to confirm our offer to you of a
position with Ashworth, Inc. (the “Company”) upon the
following terms and conditions:
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1.
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Position;
Reporting; Commencement :
The initial position title shall be Chief Executive Officer and you
shall report to the Board of Directors. You commenced employment
effective October 30, 2006. You will be required to observe
the Company’s personnel and business policies and procedures.
In the event of any conflict, the terms of this letter will
control.
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2.
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Base Salary;
Reviews : You will
receive a bi-weekly salary of $15,384.62 less applicable
withholding and deductions, which is payable every other Friday.
Employees are given annual performance reviews on or about May of
each year.
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3.
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Bonus: You have an opportunity to receive an annual
bonus equal to 50 % of your annual base salary if the Company meets
the plan. The bonus will have upside potential based on the matrix
approved by the Compensation and Human Resource Committee. The
Compensation and Human Resource Committee will determine the bonus
amount based on the operating performance versus the performance
metrics. In order to be eligible for the bonus program you must be
employed with Ashworth, Inc. through the end of each fiscal year.
However, in the event that you shall become disabled during the
term of this Agreement for a continuous period up to ninety days,
or upon termination of your employment as a result of your death,
the Company shall pay a pro rata share of the annual bonus in the
year in which you were disabled or died. For the purpose of this
Agreement, disability shall mean mental or physical illness or
condition rendering you incapable of performing your normal duties
with the Company.
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4.
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Business
Expenses, Clothing Allowance, Auto Allowance.
You will receive reimbursement for
normal, ordinary and reasonable business expenses upon your
submission of receipts substantiating the expenses claimed in
accordance with Company policy. You will receive a Clothing
Allowance in accordance with Company policy. You will receive an
annual auto allowance of $1,250 per month, paid bi-weekly less
applicable withholding.
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5.
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Stock
Options : The Company has
granted you 100,000 options to purchase shares of the
Company’s common stock at an exercise price equal to the
closing share price the day of the Compensation Committee’s
grant (11/1/06). The options will vest over a two-year period, i.e.
50,000 vesting on the one-year anniversary of the grant (11/1/07)
and 50,000 vesting on the two-year anniversary of the grant
(11/1/08). The option vesting will be accelerated upon termination
either without cause, as defined below, or as a result of a change
in control. Options will be exercisable for a period of time from
the vesting date as defined by the Company’s Stock Option
Plan. You have an opportunity, subject to the Board of
Director’s discretion, to receive additional stock options
each year during the annual review process.
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The
unvested portion (2,500 shares) of the non-employee director
options that you were granted on June 1, 2006 will be
canceled, and you are no longer eligible to receive non-employee
director annual options. In addition the unvested portion (12,100
shares) of the options that you were granted in conjunction with
your consulting agreement on September 12, 2006 will be
canceled.
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6.
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Savings
Plan: You will be
eligible to participate in the Company’s 401(k) Plan at the
first entry date following the completion of six months continuous
employment with the Company. Under the current provisions, you will
be eligible as of July 1, 2007.
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7.
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Insurance
Benefits : The Company
will provide you with c
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