Personal Services Agreement For Gerald Montiel

EXHIBIT 10(b)


ASHWORTH, INC. AND GERALD W. MONTIEL
PERSONAL SERVICES AGREEMENT AND
ACKNOWLEDGMENT OF TERMINATION OF EXECUTIVE EMPLOYMENT


THIS AGREEMENT effective December 31, 1998, is made and entered into by and between ASHWORTH, INC. (the "Company") and GERALD W. MONTIEL ("Montiel").


WHEREAS, the Company and Montiel wish to terminate Montiel's employment by the Company effective December 31, 1998, pursuant to the terms and conditions of the Executive Employment Agreement between the Company and Montiel dated January 1, 1995, a copy of which is attached hereto as Exhibit A (the 1995 Agreement); and


WHEREAS, the Company and Montiel wish, instead, to enter into a personal services agreement effective December 31, 1998;


NOW, THEREFORE, the parties hereto acknowledge and agree as follows:

1. Termination and Resignation. Montiel and the Company hereby mutually
--------------------------- agree that Montiel's employment as Chairman of the Board is terminated pursuant to the terms and conditions of the 1995 Agreement effective December 31, 1998. Montiel hereby resigns as an officer and a director of the Company effective December 31, 1998.

2. Retention. Montiel is hereby retained as a consultant effective
--------- December 31, 1998, pursuant to the terms and conditions set forth below, which terms and conditions supersede the employment terms and conditions of the 1995 Agreement.


3. Term. The Agreement for Montiel's personal services as a consultant
---- shall become effective on December 31, 1998, and continue for a term of five years, provided, however, that either party may terminate the terms and conditions related to Montiel's personal services as a consultant at any time upon thirty days' written notice.


4. Services. Upon reasonable request of the Company's Chief Executive
-------- Officer as requested by the Board of Directors and availability of Montiel, Montiel shall work with the Company's Chief Executive Officer and staff as a special consultant to the Board to visualize and identify Company direction and evolve brand image, attend Board of Directors meetings, provided, however, that Montiel shall not be required to provide such services for more than 30 days in any 12-month period during the term of this Agreement. To the extent required in order for Montiel to provide the requested services, the Company will provide the hardware and technical links from Montiel's home office to the Company.

5. Compensation. The Company shall pay Montiel $1,000 for each day he
------------ agrees to and does provide services to the Company, as more fully described below. If Montiel is elected or appointed a director or officer of the Company during the term of this Agreement, Montiel shall serve in such capacity or capacities without further compensation; but nothing herein shall be construed as requiring the Company or anyone else, to cause the election or appointment of Montiel as such director or officer.


6. Health and Hospital Insurance. The Company shall continue to provide
----------------------------- Montiel with health insurance through December 31, 1999, pursuant to the terms of the 1995 Agreement.


7. Life Insurance. The Company shall maintain life insurance in the
-------------- amount of $2,000,000, through December 31, 1999, pursuant to the terms of the 1995 Agreement. Upon expiration of this Agreement, and at Montiel's election, the ownership of such life insurance shall be transferable to Montiel upon his payment to the Company of one-half of the then cash value, if any, of such insurance. Additionally, upon payment by Montiel to the Company of one-half of the December 31, 1999, cash value of a split-dollar life insurance policy in the name of Montiel for $1,000,000, the Company will relinquish all interest in the said ...