Change of Control Agreement - Fleischer

ONE YEAR EMPLOYMENT AND
CHANGE OF CONTROL AGREEMENT


THIS AGREEMENT (the "Agreement") is made and entered into as of this 12th day of February 2002 by and between Adams Golf Management Corp , a Delaware corporation, and the corporation's Chief Financial Officer, Russell Fleischer (the "Executive"). Adams Golf Management Corp. is sometimes referred to herein as the "Employer".


WITNESSETH


WHEREAS , the Board of Directors of Management Corp. (the Board ") 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 one (1) year, to assure either employment or the equivalent benefits of employment to Executive, who is responsible for critical policy-making functions of the Company; and
WHEREAS , the Board believes that if the Company is faced with changing its present size or nature within the next year, it is important to enable Executive, without being distracted by the uncertainties of his own employment situation, to perform his regular duties, and, where appropriate, to assess such changes and advise the Board and/or the Board of Directors of Adams Golf (the " Adams Board" ) as to the best interests of the Company and its shareholders and to take such other action regarding such changes as the Board and/or the Adams Board determines to be appropriate;
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

Definitions

(a)

"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,

(b)

"Cause" means the following:

(i)

the Executive's admission or conviction of a felony,

(ii)

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

(iii)

the Executive's repeated disregard of policy directives of the Employer,

(iv)

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

(v)

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

(c)

"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:

(i)

a reduction in the Executive's Base Salary;

(ii)

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

(iii)

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;

(iv)

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 Employee Stock Option 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;

(v)

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 ...