Change of Control Agreement

EXHIBIT 10.17


CHANGE OF CONTROL AGREEMENT


THIS AGREEMENT (the "Agreement") is made as of this 17th day of December, 2000 by and between ADAMS GOLF MANAGEMENT CORP, a Delaware corporation, and JON PARSONS (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 interest 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. do agree to provide benefits under the circumstances described below to Executive and certain other executives who are responsible for the policy-making functions of the Company; and


WHEREAS, the Board believes it important, should the Company receive proposals from outside parties, to enable such executives, without being distracted by the uncertainties of their own employment situation, to perform their regular duties, and, where appropriate, to assess such proposals 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 other action regarding such proposals as the Board and/or the Adams Board determines to be appropriate; and


WHEREAS, the Board also desires to demonstrate to the executives that Management Corp. is concerned with their welfare and intends to provide that loyal executives are treated fairly.


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:


SECTION 1: DEFINITIONS
(a) "Base Salary" means the Executive's annual base salary in effect (i) on the day prior to a Sale (as defined below), Change of Control (as defined below), or Restructuring (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,


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(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 the 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
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