Chief Operating Officer Employment Agreement

EXHIBIT 10(f)


EMPLOYMENT AGREEMENT


This Employment Agreement (the "Agreement") is effective as of December 15, 2000 (the "Effective Date"), and is entered into by and between Terence W. Tsang ("Tsang") and Ashworth, Inc., a Delaware corporation (the "Company").


1. EMPLOYMENT. As of the Effective Date, the Company hereby employs Tsang to serve in the capacity of Executive Vice President, Chief Operating Officer and Chief Financial Officer ("COO/CFO"). The Company's Board of Directors (the "Board") and/or the Company's Chief Executive Officer (the "CEO") may provide such additional designations of title to Tsang as the Board and/or CEO, in its discretion, may deem appropriate.


Tsang agrees to perform the executive duties and functions customarily associated with the offices of COO/CFO and as specified from time to time by the Board and/or the CEO. Except for legal holidays, vacations and absences due to temporary illness, Tsang shall devote his time, attention and energies to the business of the Company on a full-time basis. Tsang represents and warrants to the Company that he is under no restriction, limitation or other prohibition to perform his duties as described herein.


2. EMPLOYMENT COMPENSATION AND BENEFITS.


(a) Base Salary. Tsang's initial base salary shall be at the
annual rate of two hundred and thirty thousand dollars ($230,000). This
salary level shall be reviewed at least annually by the Board's
Compensation Committee on the basis of Tsang's performance and the
Company's financial success and progress.


(b) Annual Bonus and Stock Options. Tsang is eligible to
participate in the Company's Bonus Program as established from time to
time.


(c) Automobile Allowance. The Company shall pay Tsang an
automobile expense allowance of one thousand dollars ($1,000) per month
to defray the cost of business automobile expense.


(d) Vacation. Tsang shall be entitled to annual vacations in a
manner commensurate with his status as a key executive and in accordance
with the Company's vacation policies in effect during the term of this
Agreement.


(e) Expense Reimbursement. The Company shall reimburse Tsang for
all reasonable amounts actually expended by Tsang in the course of
performing his duties for the Company and in accordance with any
Company-established guidelines where Tsang tenders receipts or other
documentation reasonably substantiating the amounts as required by the
Company.


(f) Other Benefits. Except as otherwise provided in this
Agreement, Tsang shall be entitled to receive all of the rights,
benefits and privileges of an executive officer of the Company under any
retirement, pension, profit-sharing, group medical insurance,


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group dental insurance, group-term life insurance, and disability
insurance, and other employee benefit plans which may be now in effect
or hereafter adopted.


3. TERMINATION.


(a) At Will. The Company shall employ Tsang at will, and either
Tsang or the Company may terminate Tsang's employment with the Company
at any time and for any reason, with or without cause.


(b) Severance Payment and Benefits. If Tsang's employment is
terminated as a result of a Qualifying Termination, as defined below,
and if Tsang delivers a fully executed release and waiver of all claims
against the Company in the form attached hereto as Exhibit A, then, upon
expiration of any applicable revocation period contained in the Release
Agreement, the Company shall pay or provide Tsang the following
severance payment and benefits:


(i) Tsang shall receive the equivalent of nine (9) months
of his then-current salary (the "Severance Payment"), which shall
be payable in equal monthly installments beginning on the first
day of the first full month following Tsang's Qualifying
Termination and continuing on the first day of each month
thereafter until fully paid. The Severance Payment is in lieu of
any severance payment benefits which otherwise may at that time
be available under the Company's applicable policies; provided,
however, that nothing in this Agreement is intended to modify or
supercede the "Agreement re: Change In Control" entered into
between Tsang and the Company as of November 1, 2000, and Tsang
shall be entitled to receive whatever additional severance pay
benefits, if any, for which he may qualify according to the terms
of his Agreement re: Change in Control with the Company.


(ii) For the nine-month period following the Qualifying
Termination of his employment, Tsang shall be entitled to
continue to participate in the following executive benefit
programs which had been made available to him (including his
family) before the Qualifying Termination: group medical
insurance, group dental insurance, group-term life insurance, and
disability insurance. The programs shall be continued in the same
way and at the same level as immediately prior to the Qualifying
Termination. Tsang's participation in each of such executive
benefit programs shall be earlier terminated or reduced, as
applicable, if and to the extent Tsang receives benefits as a
result of concurrent coverage through another program.


(iii) Tsang's unvested stock options shall immediately
become fully vested and exercisable.


(c) Qualifying Termination. Tsang's termination shall be
considered a "Qualifying Termination" unless:


(i) Tsang voluntarily terminates his employment with the
Company and its affiliated companies. Tsang, however, shall not
be considered to have


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voluntarily terminated his employment with the Company and its
affiliated companies if he elects to terminate his employment
because his overall compensation is reduced or adversely
modified in any material respect or his authority or duties are
materially changed. For such purposes, Tsang's authority or
duties shall be considered to have been "materially changed" if,
without Tsang's express and voluntary written consent, there is
any substantial diminution or adverse modification in his title,
status, overall position, responsibilities, reporting
relationship, general working environment (including without
limitation secretarial and staff support, offices, and frequency
and mode of travel), or if, without Tsang's express and
voluntary written consent, his job location is transferred to a
site more than fifty (50) miles away from his place of
employment.


(ii) The termination is on account of Tsang's death or
Disability. For such purposes, "Disability" shall mean a physical
or mental incapacity as a result of which Tsang becomes unable to
continue the performance of his responsibilities for the Company
and its affiliated companies and which, at least three (3) months
after its commencement, is determined to be total and permanent
by a physician agreed to by the Company and Tsang, or in the
event of Tsang's inability to designate a physician, his legal
representative. In the absence of agreemen ...