Amdt To Personal Services Agreement For G. Montiel

EXHIBIT 10(c)


AMENDMENT TO PERSONAL SERVICES AGREEMENT


This Amendment (this "AMENDMENT") to that certain Personal Services Agreement and Acknowledgment of Termination of Executive Employment (the "PERSONAL SERVICES AGREEMENT") is effective as of January 1, 1999 by and between Ashworth, Inc., a Delaware corporation (the "COMPANY") and Gerald W. Montiel ("MONTIEL").


BACKGROUND


A. Montiel retired from his position as Chairman of the Board of Directors of the Company effective December 31, 1998.


B. The Personal Services Agreement provides, among other things, that (i) Montiel will provide consulting services to the Board of Directors of the Company and (ii) all options held by him shall become immediately exercisable for a five-year period.


C. Montiel holds an option granted on October 2, 1993 under the Company's Amended and Restated Incentive Stock Option Plan (the "INCENTIVE PLAN") which may not, by its terms and the terms of the Incentive Plan, remain exercisable for a five-year post-retirement period (i.e., until December 31, 2004).


D. The parties wish to (i) terminate the option granted to Montiel on October 2, 1993 under the Incentive Plan, (ii) amend the terms of the Personal Services Agreement to exclude such option from the list of options to be exercisable for the five-year post-retirement period, and (iii) grant a new option to Montiel under the Company's Amended and Restated Nonqualified Stock Option Plan (the "NONQUALIFIED PLAN").


NOW, THEREFORE, the parties agree as follows:


1. TERMINATION OF OPTION. All outstanding stock options granted by the
--------------------- Company to Montiel under the Incentive Plan on October 2, 1993 are hereby terminated to the extent they have not yet been exercised. The parties acknowledge that one stock option to purchase 11,764 shares of the Company's Common Stock at an exercise price of $8.50 per share is terminated by this Section 1. - ---------


2. AMENDMENT TO PERSONAL SERVICES AGREEMENT.
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