<SUBMISSION>
<ACCESSION-NUMBER>0001299933-06-008113
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20061212
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20061215
<DATE-OF-FILING-DATE-CHANGE>20061214
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ASHWORTH INC
<CIK>0000820774
<ASSIGNED-SIC>2320
<IRS-NUMBER>841052000
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1031
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-14547
<FILM-NUMBER>061278608
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2765 LOKER AVE WEST
<CITY>CARLSBAD
<STATE>CA
<ZIP>92008
<PHONE>7604386610
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2765 LOKER AVENUE WEST
<CITY>CARLSBAD
<STATE>CA
<ZIP>92008
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CHARTER GOLF INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_17040.htm
<DESCRIPTION>LIVE FILING
<TEXT>
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<TITLE> Ashworth, Inc. (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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	CURRENT REPORT
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	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	December 12, 2006
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	Ashworth, Inc.
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<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	&nbsp;
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	Delaware
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	001-14547
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	84-1052000
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	2765 Loker Avenue West, Carlsbad, California
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	92008
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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	Registrant&#146;s telephone number, including area code:
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	760-438-6610
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	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
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	&nbsp;
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
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<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<B>
	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) Indemnification Agreements<br><br>     On December 12, 2006, the board of directors of Ashworth, Inc. (the "Company") approved a new form of indemnity agreement for its directors, executive officers, and other employees designated by the board.  The board of directors also authorized the Company to enter into the newly-approved form of indemnification agreements (the "Indemnity Agreements") with each of its non-employee directors and each of the following officers:  Peter M. Weil, Gary I. (Sims) Schneiderman, Peter E. Holmberg, Greg W. Slack and Halina Balys.  The new form of indemnity agreement is expected to be used with future members of the board of directors and selected future employees of the Company.<br><br>     The Indemnity Agreements provide for indemnification by the Company of each person subject to an Indemnity Agreement (an "Indemnified Party") to the fullest extent permitted by law against expenses and damages if the Indemnified Party is, or is threatened to be made, a party to or participant in a legal proceeding by reason of his or her status as a director, officer, employee, agent or fiduciary of the Company or by reason of the fact that he or she is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity. The Indemnity Agreements provide that the Company will advance the expenses of the Indemnified Party incurred in any such proceedings prior to final disposition of the claim. In determining an Indemnified Party&#x2019;s entitlement to indemnification, the Indemnified Party will be presumed entitled to indemnification, and the Company will have the burden of proving otherwise.<br><br>     The above summary of the Indemnity Agreements is qualified in its entirety by reference to the provisions of the form of Indemnity Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.<br>
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	Item 9.01 Financial Statements and Exhibits.
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(d)	Exhibits:<br><br>The following exhibit is furnished with this current report on Form 8-K:<br><br>Exhibit No.	Description of Exhibit<br>10.1	Form of Indemnification Agreement.<br><br>
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	SIGNATURES
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	Ashworth, Inc.
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	&nbsp;&nbsp;
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<I>
	December 15, 2006
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	By:
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	&nbsp;
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<I>
	Peter M. Weil
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<I>
	Name: Peter M. Weil
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	Title: Chief Executive Officer
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	10.1
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	&nbsp;
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Form of Indemnification Agreement.
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<TYPE>EX-10.1
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>Exhibit&nbsp;10.1</B></FONT>



<P align="center" style="font-size: 12pt"><B>FORM OF INDEMNIFICATION AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">This Indemnification Agreement (this &#147;Agreement&#148;) is made as of the &#091;<U> &#093;</U> day of
December, 2006, by and between Ashworth, Inc., a Delaware corporation (the &#147; Company &#148;) and (&#147;
Indemnitee &#148;).


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Board of Directors has determined that in order to attract and retain qualified
persons as directors and officers of the Company, it is in the best interests of the Company and
its stockholders to assure such persons that there will be adequate certainty of protection through
insurance and indemnification against risks of claims and actions against them arising out of their
service to and activities on behalf of the Company;


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company has adopted provisions in its By-laws permitting indemnification of its
officers and directors to the fullest extent permitted by applicable law, and the Company wishes to
clarify and detail the rights and obligations of the Company and Indemnitee with respect to
indemnification;


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, in order to induce and encourage highly experienced and capable persons such as
Indemnitee to serve and continue to serve as directors and officers of the Company and in any other
capacity with respect to the Company, and to otherwise promote the desirable end that such persons
will resist what they consider unjustified lawsuits and claims made against them in connection with
the good faith performance of their duties to the Company, with the knowledge that certain costs,
judgments, penalties, fines, liabilities and expenses incurred by them in their defense of such
litigation are to be borne by the Company and they will receive the maximum protection against such
risks and liabilities as may be afforded by law, the Board of Directors of the Company has
determined that the following Agreement is reasonable and prudent to promote and ensure the best
interests of the Company and its stockholders; and


<P align="left" style="font-size: 12pt; text-indent: 4%">WHEREAS, the Company desires to have Indemnitee continue to serve as a director and/or officer
of the Company and in such other capacity with respect to the Company as the Company may request,
as the case may be, free from undue concern for unpredictable, inappropriate or unreasonable legal
risks and personal liabilities by reason of Indemnitee acting in good faith in the performance of
Indemnitee&#146;s duty to the Company; and Indemnitee desires to continue so to serve the Company,
provided, and on the express condition, that Indemnitee is furnished with the indemnity set forth
hereinafter.


<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of Indemnitee&#146;s continued service as a director and/or
officer of the Company, the parties hereto agree as follows:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>Service by Indemnitee</U>. Indemnitee will serve and/or continue to serve as a
director or officer of the Company faithfully and to the best of Indemnitee&#146;s ability so long as
Indemnitee is duly elected or appointed and until such time as Indemnitee is removed as permitted
by law or tenders a resignation in writing.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>Indemnification</U>. The Company shall indemnify Indemnitee to the fullest extent
permitted by the Delaware General Corporation Law in effect on the date hereof or as such law may
be amended from time to time (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than said law permitted the
Company to provide prior to such amendment). Without diminishing the scope of the indemnification
provided by this Section&nbsp;2, the rights of indemnification of Indemnitee provided hereunder shall
include but shall not be limited to those rights hereinafter set forth, except that no
indemnification shall be paid to Indemnitee:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(a)&nbsp;for which payment is actually made to Indemnitee under a valid and collectible
insurance policy or under a valid and enforceable indemnity clause, by-law or
agreement of the Company or any other company or organization on whose board
Indemnitee serves at the request of the Company, except in respect of any indemnity
exceeding the payment under such insurance, clause, by-law or agreement;


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(b)&nbsp;in connection with an action, suit or proceeding, or part thereof (including
claims and counterclaims) initiated or brought voluntarily by Indemnitee and not by
way of defense, except a judicial proceeding or arbitration pursuant to Section&nbsp;11
to enforce rights under this Agreement, unless the action, suit or proceeding (or
part thereof) was authorized by the Board of Directors of the Company;


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(c)&nbsp;on account of Indemnitee&#146;s conduct which is finally adjudged to have been
knowingly fraudulent or deliberately dishonest, or to constitute willful misconduct;


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(d)&nbsp;on account of any suit in which judgment is rendered against Indemnitee for an
accounting of profits made for the purchase or sale by Indemnitee of securities of
the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as
amended, or any similar successor statute;


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(e)&nbsp;with respect to any action, suit or proceeding brought by or on behalf of the
Company against Indemnitee that is authorized by the Board of Directors of the
Company, except as provided in Sections&nbsp;4, 5 and 6 below; and


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(f)&nbsp;if a final decision by a court having competent jurisdiction in the matter shall
determine that such indemnification is not lawful.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>Action or Proceedings Other than an Action by or in the Right of the Company</U>.
Except as limited by Section&nbsp;2 above, Indemnitee shall be entitled to the indemnification rights
provided in this Section&nbsp;3 if Indemnitee was or is a party or is threatened to be made a party to
any Proceeding (defined below) (other than an action by or in the right of the Company) (a)&nbsp;by
reason of the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of
the Company, or is or was serving at the request of the Company as a director, officer, employee,
agent or fiduciary of any other entity (including, but not limited to, another corporation,
partnership, joint venture, trust or employee benefit plan) or (b)&nbsp;by reason of anything done or
not done by Indemnitee in any such capacity. Pursuant to this Section&nbsp;3, Indemnitee shall be
indemnified against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement
by or on behalf of Indemnitee, and Expenses (defined below) actually and reasonably incurred by
Indemnitee in connection with such Proceeding, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and
with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U>Indemnity in Proceedings by or in the Right of the Company</U>. Except as limited by
Section&nbsp;2 above, Indemnitee shall be entitled to the indemnification rights provided in this
Section&nbsp;4 if Indemnitee was or is a party or is threatened to be made a party to any Proceeding
brought by or in the right of the Company to procure a judgment in its favor (a)&nbsp;by reason of the
fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or
is or was serving at the request of the Company as a director, officer, employee, agent or
fiduciary of another entity (including, but not limited to, another corporation, partnership, joint
venture, trust or employee benefit plan), or (b)&nbsp;by reason of anything done or not done by
Indemnitee in any such capacity. Pursuant to this Section&nbsp;4, Indemnitee shall be indemnified
against all costs, judgments, penalties, fines, liabilities, amounts paid in settlement by or on
behalf of Indemnitee, and Expenses actually and reasonably incurred by Indemnitee in connection
with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company; provided, however, that no
such indemnification shall be made in respect of any claim, issue, or matter as to which Delaware
law expressly prohibits such indemnification by reason of any adjudication of liability of
Indemnitee to the Company, unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is entitled to indemnification for such costs, judgments, penalties, fines, liabilities
and Expenses as such court shall deem proper.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;<U>Indemnification for Costs, Charges and Expenses of Successful Party</U>.
Notwithstanding the limitations of Sections&nbsp;2(e), 3 and 4 above, to the extent that Indemnitee has
been successful, on the merits or otherwise, in whole or in part, in defense of any action, suit or
proceeding (including an action, suit or proceeding brought by or on behalf of the Company) or in
defense of any claim, issue or matter therein, including, without limitation, the dismissal of any
action without prejudice, or if it is ultimately determined that Indemnitee is otherwise entitled
to be indemnified against Expenses, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred in connection therewith.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;<U>Partial Indemnification</U>. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the costs, judgments,
penalties, fines, liabilities or Expenses actually and reasonably incurred in connection with any
action, suit or proceeding (including an action, suit or proceeding brought by or on behalf of the
Company), but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such costs, judgments, penalties, fines, liabilities and
Expenses actually and reasonably incurred to which Indemnitee is entitled.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;<U>Contribution</U>. If the indemnification provided in Sections&nbsp;3, 4 , 5 and 6 above is
unavailable and may not be paid to Indemnitee for any reason (other than those set forth in Section
2(a)-(f)), then, with respect to any Proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount
of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and
paid or payable by Indemnitee to the fullest extent allowed by applicable law, in such proportion
as is appropriate to reflect (a)&nbsp;the relative benefits received by the Company on the one hand and
by Indemnitee on the other hand from the transaction from which such Proceeding arose and (b)&nbsp;the
relative fault of the Company on the one hand and Indemnitee on the other hand in connection with
the events which resulted in such Expenses, judgments, fines or settlement amounts, as well as any
other relevant equitable considerations. The relative fault of the Company on the one hand and of
Indemnitee on the other hand shall be determined by reference to, among other matters, the parties&#146;
relative intent, knowledge, access to information and opportunity to correct or prevent the
circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company
agrees that it would not be just and equitable if contribution pursuant to this Section&nbsp;7 were
determined by pro rata allocation or any other method of allocation which does not take into
account the foregoing equitable considerations.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;<U>Indemnification for Expenses of a Witness</U>. Notwithstanding any other provision of
this Agreement, to the maximum extent permitted by applicable law, Indemnitee shall be entitled to
indemnification against all Expenses actually and reasonably incurred or suffered by Indemnitee or
on Indemnitee&#146;s behalf if Indemnitee appears as a witness or otherwise incurs legal expenses as a
result of or related to Indemnitee&#146;s service as a director, officer, employee, agent or fiduciary
of the Company or, at the request of the Company, of any other entity, in any threatened, pending
or completed legal, administrative, investigative or other proceeding or matter to which Indemnitee
neither is, nor is threatened to be made, a party.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>Determination of Entitlement to Indemnification</U>. Upon written request by
Indemnitee for indemnification pursuant to Sections&nbsp;3, 4, 5, 6 or 8, the entitlement of Indemnitee
to indemnification, to the extent not provided pursuant to the terms of this Agreement, shall be
determined by the following person or persons who shall be empowered to make such determination:
(a)&nbsp;the Board of Directors of the Company by a majority vote of Disinterested Directors (defined
below), whether or not such majority constitutes a quorum; (b)&nbsp;a committee of Disinterested
Directors designated by a majority vote of such directors, whether or not such majority constitutes
a quorum; (c)&nbsp;if there are no Disinterested Directors, or if the Disinterested Directors so direct,
by Independent Counsel (defined below) in a written opinion to the Board of Directors, a copy of
which shall be delivered to Indemnitee; or (d)&nbsp;the stockholders of the Company. Such Independent
Counsel shall be selected by the Board of Directors and approved by Indemnitee. Upon failure of
the Board so to select such Independent Counsel or upon failure of Indemnitee so to approve, such
Independent Counsel shall be selected upon application to a court of competent jurisdiction. Such
determination of entitlement to indemnification shall be made not later than forty-five (45)
calendar days after receipt by the Company of a written request for indemnification. Such request
shall include documentation or information which is reasonably necessary for such determination and
which is reasonably available to Indemnitee. Any Expenses incurred by Indemnitee in connection
with a request for indemnification or payment of Expenses hereunder, under any other agreement, any
provision of the Company&#146;s By-laws or any directors&#146; and officers&#146; liability insurance, shall be
borne by the Company. The Company hereby indemnifies Indemnitee for any such Expense and agrees to
hold Indemnitee harmless therefrom irrespective of the outcome of the determination of Indemnitee&#146;s
entitlement to indemnification. If the person making such determination shall determine that
Indemnitee is entitled to indemnification as to part (but not all) of the application for
indemnification, such person shall reasonably prorate such partial indemnification among the
claims, issues or matters at issue at the time of the determination.


<P align="left" style="font-size: 12pt; text-indent: 4%">10.&nbsp;<U>Presumptions and Effect of Certain Proceedings</U>. The General Counsel of the
Company (or if there is no General Counsel, the Chief Executive Officer of the Company) shall,
promptly upon receipt of Indemnitee&#146;s request for indemnification, advise in writing the Board of
Directors or such other person or persons empowered to make the determination as provided in
Section&nbsp;9 that Indemnitee has made such request for indemnification. Upon making such request for
indemnification, Indemnitee shall be presumed to be entitled to indemnification hereunder and the
Company shall have the burden of proof in making any determination contrary to such presumption.
If the person or persons so empowered to make such determination shall have failed to make the
requested determination with respect to indemnification within forty-five (45)&nbsp;calendar days after
receipt by the Company of such request, a requisite determination of entitlement to indemnification
shall be deemed to have been made and Indemnitee shall be entitled to such indemnification (a)
absent actual and material fraud in the request for indemnification or (b)&nbsp;a prohibition of such
indemnification under applicable law; provided, however, that such 45-day period may be extended
for a reasonable period of time, not to exceed an additional thirty (30)&nbsp;calendar days, if the
person or persons or entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating documentation and/or
information relating thereto. The termination of any Proceeding described in Sections&nbsp;3 or 4 by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself: (x)&nbsp;create a presumption that Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the
Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to
believe that Indemnitee&#146;s conduct was unlawful; or (y)&nbsp;otherwise adversely affect the rights of
Indemnitee to indemnification except as may be provided herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">11.&nbsp;<U>Remedies of Indemnitee in Cases of Determination Not to Indemnify or to Pay
Expenses</U>. In the event that a determination is made that Indemnitee is not entitled to
indemnification hereunder or if payment has not been timely made following a determination of
entitlement to indemnification pursuant to Sections&nbsp;9 and 10, or if Expenses are not paid pursuant
to Section&nbsp;16 hereof, Indemnitee shall be entitled to final adjudication in a court of competent
jurisdiction of entitlement to such indemnification or payment. Alternatively, Indemnitee at
Indemnitee&#146;s option may seek an award in an arbitration to be conducted by a single arbitrator
pursuant to the rules of the American Arbitration Association, such award to be made within sixty
calendar (60)&nbsp;days following the filing of the demand for arbitration. The Company shall not
oppose Indemnitee&#146;s right to seek any such adjudication or award in arbitration or any other claim.
The determination in any such judicial proceeding or arbitration shall be made de novo and
Indemnitee shall not be prejudiced by reason of a determination (if so made) pursuant to Section&nbsp;9
or Section&nbsp;10 that Indemnitee is not entitled to indemnification. If a determination is made or
deemed to have been made pursuant to the terms of Section&nbsp;9 or Section&nbsp;10 that Indemnitee is
entitled to indemnification, the Company shall be bound by such determination and is precluded from
asserting that such determination has not been made or that the procedure by which such
determination was made is not valid, binding and enforceable. The Company further agrees to
stipulate in any such court or before any such arbitrator that the Company is bound by all the
provisions of this Agreement and is precluded from making any assertions to the contrary. If the
court or arbitrator shall determine that Indemnitee is entitled to any indemnification or payment
of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by
Indemnitee in connection with such adjudication or award in arbitration (including, but not limited
to, any appellate Proceedings).


<P align="left" style="font-size: 12pt; text-indent: 4%">12.&nbsp;<U>Other Rights to Indemnification</U>. Indemnification and payment of Expenses provided
by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may now or
in the future be entitled under any provision of the By-laws or other organizational documents of
the Company, vote of stockholders or Disinterested Directors, provision of law, agreement or
otherwise.


<P align="left" style="font-size: 12pt; text-indent: 4%">13.&nbsp;<U>Expenses to Enforce Agreement</U>. In the event that Indemnitee is subject to or
intervenes in any Proceeding in which the validity or enforceability of this Agreement is at issue
or seeks an adjudication or award in arbitration to enforce Indemnitee&#146;s rights under, or to
recover damages for breach of, this Agreement, Indemnitee, if Indemnitee prevails in whole or in
part in such action, shall be entitled to recover from the Company and shall be indemnified by the
Company against any actual Expenses incurred by Indemnitee in connection with such action.


<P align="left" style="font-size: 12pt; text-indent: 4%">14.&nbsp;<U>Continuation of Indemnity</U>. All agreements and obligations of the Company
contained herein shall continue during the period Indemnitee is a director, officer, employee or
agent of the Company or is serving at the request of the Company as a director, officer, employee,
agent or fiduciary of any other entity (including, but not limited to, another corporation,
partnership, joint venture, trust or employee benefit plan) and shall continue thereafter with
respect to any possible claims based on the fact that Indemnitee was a director, officer, employee
or agent of the Company or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of any other entity (including, but not limited to, another
corporation, partnership, joint venture, trust or employee benefit plan). This Agreement shall be
binding upon all successors and assigns of the Company (including any transferee of all or
substantially all of its assets and any successor by merger or operation of law) and shall inure to
the benefit of the heirs, personal representatives and estate of Indemnitee.


<P align="left" style="font-size: 12pt; text-indent: 4%">15 <U>Notification and Defense of Claim</U>. Promptly after receipt by Indemnitee of notice
of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company
under this Agreement, notify the Company in writing of the commencement thereof; but the omission
so to notify the Company will not relieve the Company from any liability that the Company may have
to Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such
Proceeding of which Indemnitee notifies the Company:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(a)&nbsp;The Company shall be entitled to participate therein at its own expense; and


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(b)&nbsp;Except as otherwise provided in this Section&nbsp;15(b), to the extent that it may
wish, the Company, jointly with any other indemnifying party similarly notified,
shall be entitled to assume the defense thereof, with counsel reasonably
satisfactory to Indemnitee. After notice from the Company to Indemnitee of its
election so to assume the defense thereof, the Company shall not be liable to
Indemnitee under this Agreement for any expenses of counsel subsequently incurred by
Indemnitee in connection with the defense thereof except as otherwise provided
below. Indemnitee shall have the right to employ Indemnitee&#146;s own counsel in such
Proceeding, but the fees and expenses of such counsel incurred after notice from the
Company of its assumption of the defense thereof shall be at the expense of
Indemnitee unless (i)&nbsp;the employment of counsel by Indemnitee has been authorized by
the Company, (ii)&nbsp;Indemnitee shall have reasonably concluded that there may be a
conflict of interest between the Company and Indemnitee in the conduct of the
defense of such action or (iii)&nbsp;the Company has not, within sixty (60)&nbsp;calendar days
of receipt of notice from Indemnitee, employed counsel to assume the defense of the
action, in each of which cases the fees and expenses of Indemnitee&#146;s counsel shall
be at the expense of the Company. The Company shall not be entitled to assume the
defense of any Proceeding brought by or on behalf of the Company or as to which
Indemnitee shall have made the conclusion provided for in (ii)&nbsp;above; and


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(c)&nbsp;If the Company has assumed the defense of a Proceeding, the Company shall not be
liable to indemnify Indemnitee under this Agreement for any amounts paid in
settlement of any Proceeding effected without the Company&#146;s written consent. The
Company shall not settle any Proceeding in any manner that would impose any penalty
or limitation on or disclosure obligation with respect to Indemnitee without
Indemnitee&#146;s written consent. Neither the Company nor Indemnitee will unreasonably
withhold, delay or condition consent to any proposed settlement.


<P align="left" style="font-size: 12pt; text-indent: 4%">16.&nbsp;<U>Advancement of Expenses</U>. All Expenses incurred by Indemnitee in advance of the
final disposition of any Proceeding shall be paid by the Company at the request of Indemnitee, each
such payment to be made within thirty (30)&nbsp;calendar days after the receipt by the Company of a
statement or statements from Indemnitee requesting such payment or payments from time to time.
Indemnitee&#146;s entitlement to such Expenses shall include those incurred in connection with any
Proceeding by Indemnitee seeking a judgment in court or an adjudication or award in arbitration
pursuant to this Agreement (including the enforcement of this provision). Such statement or
statements shall (a)&nbsp;reasonably evidence the Expenses incurred by Indemnitee in connection
therewith, (b)&nbsp;include or be accompanied by such documentation and information as is reasonably
requested by the Company to determine the nature of the Proceeding and whether Indemnitee is
entitled to the advancement of Expenses and (c)&nbsp;if requested by the Company because the undertaking
in the next sentence is not deemed sufficient for any reason, shall include or be accompanied by a
written undertaking, by or on behalf of Indemnitee to reimburse such amounts advanced if it is
finally determined, after all appeals by a court of competent jurisdiction, that Indemnitee is not
entitled to be indemnified against such Expenses by the Company as provided by this Agreement or
otherwise. In this regard, Indemnitee hereby expressly undertakes to repay any Expenses advanced
to Indemnitee if it shall ultimately be determined that Indemnitee is not entitled to be
indemnified against such Expenses. Any advances or undertakings to repay pursuant to this Section
16 shall be unsecured.


<P align="left" style="font-size: 12pt; text-indent: 4%">17.&nbsp;<U>Separability; Prior Indemnification Agreements</U>. If any provision or provisions of
this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever (a)
the validity, legality and enforceability of the remaining provisions of this Agreement (including
without limitation, all portions of any paragraphs of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby, and (b)&nbsp;to the fullest extent
possible, the provisions of this Agreement (including, without limitation, all portions of any
paragraph of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent of the parties that the Company provide protection to Indemnitee to
the fullest enforceable extent. This Agreement shall supersede and replace any prior
indemnification agreements entered into by and between the Company and Indemnitee and any such
prior agreements shall be terminated upon execution of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">18.&nbsp;<U>Headings; References; Pronouns</U>. The headings of the sections of this Agreement
are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof. References herein to section numbers are to sections of this
Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as appropriate.


<P align="left" style="font-size: 12pt; text-indent: 4%">19.&nbsp;<U>Definitions</U>. For purposes of this Agreement:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(a) &#147;Disinterested Director&#148; means a director of the Company who is not or was not a
party to the Proceeding in respect of which indemnification is being sought by
Indemnitee.


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(b) &#147;Expenses&#148; shall include, without limitation, all attorneys&#146; fees, witness fees,
fees of advisors and experts, retainers, court costs, transcript costs, travel
expenses, duplicating, printing and binding costs, postage, delivery service fees
and all other disbursements or expenses of the types customarily and reasonably
incurred in connection with prosecuting, defending, preparing to prosecute or
defend, investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding and any expenses of establishing a right to
indemnification under Sections&nbsp;9, 10 and 11 above, but shall not include the amount
of judgments, fines or penalties actually levied against Indemnitee.


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(c) &#147;Independent Counsel&#148; means a law firm or a member of a law firm that neither is
currently nor in the past five years has been retained to represent: (i)&nbsp;the
Company or Indemnitee in any matter material to either such party (other than with
respect to matters concerning Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii)&nbsp;any other party to
the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term &#147;Independent Counsel&#148; shall not include any
person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee&#146;s right to indemnification under this
Agreement.


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(d) &#147;Proceeding&#148; includes any threatened, pending or completed investigation,
action, suit, arbitration, alternate dispute resolution mechanism, inquiry,
administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise, against Indemnitee,
for which indemnification is not prohibited under Sections&nbsp;2(a)-(f) above and
whether of a civil, criminal, administrative or investigative nature, including, but
not limited to, actions, suits or proceedings in which Indemnitee may be or may have
been involved as a party or otherwise, by reason of the fact that Indemnitee is or
was a director, officer, employee or agent of the Company, or is or was serving, at
the request of the Company, as a director, officer, employee or agent or fiduciary
of any other entity, including, but not limited to, another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, or by
reason of anything done or not done by Indemnitee in any such capacity, whether or
not Indemnitee is serving in such capacity at the time any liability or expense is
incurred for which indemnification or reimbursement can be provided under this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">20.&nbsp;<U>Other Provisions</U>.


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(a)&nbsp;This Agreement shall be interpreted and enforced in accordance with the internal
laws of Delaware.


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(b)&nbsp;This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement. Signatures transmitted electronically or via
facsimile shall be deemed to be originals for all purposes. All notices, requests,
demands and other communications hereunder shall be in writing and shall be deemed
to have been duly given (i)&nbsp;if delivered by hand and receipted for by the party to
whom said notice or other communication shall have been directed or (ii)&nbsp;mailed by
certified or registered mail to the address below with postage prepaid, on the third
business day after the date postmarked. Addresses to either party are as provided
below, or as subsequently modified by written notice to the other party.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">If to Indemnitee, to:



<P align="left" style="margin-left:8%; font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:8%; font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:8%; font-size: 12pt"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">If to the Company, to:


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt; text-indent: 4%">Ashworth, Inc.


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt; text-indent: 4%">2765 Loker Avenue West


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt; text-indent: 4%">Carlsbad, CA 92010


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt; text-indent: 4%">Attn: Chief Executive Officer


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(c)&nbsp;This Agreement shall not be deemed an employment contract between the Company
and any indemnitee who is an employee of the Company, and, if Indemnitee is an
employee of the Company, Indemnitee specifically acknowledges that Indemnitee may be
discharged at any time for any reason, with or without cause, and with or without
severance compensation, except as may be otherwise provided in a separate written
contract between Indemnitee and the Company.


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(d)&nbsp;Upon a payment to Indemnitee under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of Indemnitee to
recover against any person for such liability, and Indemnitee shall execute all
documents and instruments required or appropriate and shall take such other actions
as may be necessary or appropriate to secure such rights, including the execution of
such documents as may be necessary or appropriate for the Company to bring suit to
enforce such rights.


<P align="left" style="margin-left:4%; margin-right:4%; font-size: 12pt">(e)&nbsp;No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.


<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on and as of
the day and year first above written.



<P align="left" style="margin-left:23%; font-size: 12pt"><B>ASHWORTH, INC.</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By:<BR>
Name:<BR>
Title:<BR>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>INDEMNITEE</B>



<P align="left" style="margin-left:23%; font-size: 12pt">Name:



<P align="center" style="font-size: 10pt; display: none">


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