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<SEC-DOCUMENT>0001299933-07-006250.txt : 20071030
<SEC-HEADER>0001299933-07-006250.hdr.sgml : 20071030
<ACCEPTANCE-DATETIME>20071030171949
ACCESSION NUMBER:		0001299933-07-006250
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20071024
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071030
DATE AS OF CHANGE:		20071030

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ASHWORTH INC
		CENTRAL INDEX KEY:			0000820774
		STANDARD INDUSTRIAL CLASSIFICATION:	MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320]
		IRS NUMBER:				841052000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14547
		FILM NUMBER:		071200439

	BUSINESS ADDRESS:	
		STREET 1:		2765 LOKER AVE WEST
		CITY:			CARLSBAD
		STATE:			CA
		ZIP:			92008
		BUSINESS PHONE:		7604386610

	MAIL ADDRESS:	
		STREET 1:		2765 LOKER AVENUE WEST
		CITY:			CARLSBAD
		STATE:			CA
		ZIP:			92008

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CHARTER GOLF INC
		DATE OF NAME CHANGE:	19920703
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<TYPE>8-K
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<DESCRIPTION>LIVE FILING
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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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	October 24, 2007
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	Ashworth, Inc.
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	(Exact name of registrant as specified in its charter)
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	Delaware
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	001-14547
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	84-1052000
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_____________________<BR>
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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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	92010
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_________________________________<BR>
	(Address of principal executive offices)
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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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[&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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	Item 1.01 Entry into a Material Definitive Agreement.
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Item 5.02 of this Form 8-K is incorporated herein by reference.
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	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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APPOINTMENT OF ALLAN FLETCHER AS CHIEF EXECUTIVE OFFICER<br><br>	On October 24, 2007, the Company's board of directors appointed Allan Fletcher, 63, as Chief Executive Officer.<br><br>	Mr. Fletcher is the founder of Fletcher Leisure Group, Inc. ("FLG"), which has been one of Canada's leading suppliers of branded golf apparel, sportswear and golf equipment for over 40 years and is a long-standing business partner of the Company.  Mr. Fletcher was responsible for the operations and strategic direction of FLG and served as its president until December 2003 when he became the chairman and chief executive officer.  Mr. Fletcher&#x2019;s son, Mark Fletcher, currently serves as the president of FLG and oversees its operations.<br><br>	In connection with Mr. Fletcher's appointment as Chief Executive Officer, the Company entered into an employment agreement with Mr. Fletcher (the "Fletcher Employment Agreement") on October 24, 2007.  The Fletcher Employment Agreement provides for compensation consisting of, among oth
er things, an annual base salary of $1.00; an option to purchase 100,000 shares of the Company's common stock at an exercise price equal to the fair market value of the Company's common stock on the grant date (with 50% of the options vesting on each of the first two anniversaries of the grant date); a target bonus of $500,000 (depending upon achievement of Company and individual objectives for fiscal year 2008); reimbursement for a country club membership up to a maximum of $50,000 and membership dues up to $1,000 per month; reimbursement of up to $40,000 per year for discretional out-of-pocket expenses that might not otherwise be covered by Company policy; an automobile allowance of $1,000 per month; and an allowance for reasonable residential expenses.<br><br>	Option vesting will accelerate upon either the Company's termination of Mr. Fletcher's employment without cause or as a result of a change in control. The option exercise period for vested options will extend until the earlier of one year after term
ination of employment for any reason or 10 years after the grant date.  The foregoing description of the Fletcher Employment Agreement is qualified in its entirety by the terms of such agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.<br><br>	The options will be issued to Mr. Fletcher pursuant to the Ashworth 2007 Nonstatutory Stock Option Plan (the "2007 Plan"), which was adopted by the board of directors of the Company on October 24, 2007, in reliance upon Nasdaq Marketplace Rule 4350(i)(1)(A)(iv) regarding employment inducement grants.  The terms of the 2007 Plan are substantially similar to those of the Company's 2000 Equity Incentive Plan, except that the 2007 Plan only provides for the issuance of nonqualified stock options and dividend equivalents, and only pursuant to Nasdaq Marketplace Rule 4350(i)(1)(A)(iv) regarding employment inducement grants.  The maximum number of aggregate shares that may be issued pursuant to awards under the 2007 Plan is Two
 Hundred Thousand (200,000).  The foregoing description of the 2007 Plan is qualified in its entirety by the terms of the plan, which is filed as Exhibit 10.2 to this  Form 8-K and is incorporated herein by reference.<br><br>	The Company also authorized entry into its form Indemnity Agreement with Mr. Fletcher, which provides for indemnification by the Company of Mr. Fletcher to the fullest extent permitted by law against expenses and damages if Mr. Fletcher is, or is threatened to be made, a party to or participant in a legal proceeding by reason of his status as a director, officer, employee, agent or fiduciary of the Company or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of any other entity. The Indemnity Agreement provides that the Company will advance the expenses of Mr. Fletcher incurred in any such proceedings prior to final disposition of the claim. In determining Mr. Fletcher's entitlement to indemnification, Mr. 
Fletcher will be presumed entitled to indemnification, and the Company will have the burden of proving otherwise.<br><br>	The foregoing description of the form Indemnity Agreement is qualified in its entirety by the terms of such agreement, which is filed as Exhibit 10.1 to the Company's Form 8-K filed on December 15, 2006 and incorporated herein by reference.<br><br>	After his appointment as Chief Executive Officer of the Company, Mr. Fletcher will retain a 100% ownership interest in FLG. To ensure proper corporate governance practices, the Company's board of directors has charged Edward J. Fadel, President of the Company, with the responsibility for overseeing the Company's business relationship and contracts with FLG and reporting on these matters directly to the board of directors.  Also, pursuant to Nasdaq Marketplace Rule 4350(h), Mr. Meyer, the Chairman of the Company's board of directors, and Mr. Fadel will periodically report to the audit committee of the board of directors (the "Audit Committee") o
n the status of the Company's contracts and relationship with FLG and its affiliates.  The Audit Committee will review and discuss the relationship between FLG and its affiliates, on the one hand, and the Company, on the other hand, with Messrs. Meyer and Fadel.  Finally, the Audit Committee must review and approve in advance any material changes to the Company's contracts or relationships with FLG or its affiliates, so long as Mr. Fletcher remains an officer of the Company and continues to hold an ownership interest in FLG or its affiliates.<br><br>	The Company previously entered into two separate management agreements ("Agreements") with FLG pursuant to which FLG was appointed the Company&#x2019;s exclusive sales and management representative for each of the Ashworth product lines and the Callaway Golf apparel product lines in Canada.  The Company pays FLG a management fee equal to 19% of net revenues and expects payments to FLG under these Agreements to be approximately $1.4 million for fiscal year 2007. 
 For the 19% fee, FLG provides various services including, but not limited to, inventory receiving, warehousing, distribution, sales, customer service, credit analysis, collection of receivables and general accounting.  Mr. Fletcher's interest in these transactions is expected to be approximately $1.4 million for fiscal year 2007.  <br><br>	On August 15, 2007, the Company also entered into a licensing agreement with FLG pursuant to which the Company will have the exclusive right to distribute Sunice licensed products in the U.K., Ireland and selected countries of Continental Europe through Ashworth&#x2019;s U.K. subsidiary.  The Company will pay FLG a royalty of ten percent (10%) of net sales to customers, subject to minimum amounts after the first year (with the minimums to be negotiated during the first year).  In the first year of the agreement, FLG will be responsible for all production and will deliver licensed products to Ashworth on a consignment basis.  During such first year Ashworth will pay FLG fo
r the actual cost of the production, delivery of the licensed products, all freight, duties and other documented costs of manufacturing and delivery, plus 5.00% of the total cost, for all sales of the licensed products by Ashworth to third-party customers.  The Company expects payments to FLG under this Agreement to be approximately $500,000 for the last two months of fiscal year 2007.  Mr. Fletcher's interest in these transactions is expected to be approximately $500,000 for the last two months of fiscal year 2007.  <br><br>APPOINTMENT OF GREG W. SLACK AS CHIEF FINANCIAL OFFICER<br>	<br>	On October 24, 2007, the Company's board of directors appointed Greg W. Slack, 46, as Chief Financial Officer and the Company's Principal Accounting Officer.  Mr. Slack had previously served as the Company's Vice President &#x2013; Finance, Corporate Controller & Principal Accounting Officer until July 2007.<br><br>	Prior to returning to the Company, Mr. Slack served as Vice President of Finance of Pivotstor LLC from August
 1, 2007 to October 23, 2007.  Mr. Slack initially joined the Company as Director of Internal Audit in October 2005, was promoted to Corporate Controller in February 2006, promoted to Vice President &#x2013; Finance in July 2006 and appointed Principal Accounting Officer in October 2006.  From September 2004 until October 2005, Mr. Slack worked on the Company&#x2019;s Sarbanes-Oxley project as an independent consultant. Mr. Slack was with JMC Management, Inc. from December 2001 through August 2004, where he served as the Chief Financial Officer from January 2003 to August 2004 and as the Controller from December 2001 to January 2003. Prior to that Mr. Slack held various accounting related positions at Bay Logics, Inc. and PricewaterhouseCoopers LLP. He holds a Certified Public Accountant license from the State of California and a B.S. degree in Accountancy from San Diego State University.<br><br>	In connection with Mr. Slack's appointment as Chief Financial Officer, the Company entered into an employment agr
eement with Mr. Slack (the "Slack Employment Agreement") on October 24, 2007.  The Slack Employment Agreement provides for compensation consisting of, among other things, an annual base salary of $225,000; a target bonus of $112,500 for fiscal year 2008 at the discretion of the Company's board of directors; a clothing allowance in accordance with company policy; and an automobile allowance of $750 per month.<br><br>	The Slack Employment Agreement also provides for a severance payment, in the event that Mr. Slack is terminated without cause and Mr. Slack delivers to the Company and thereafter does not revoke a release and waiver of all claims against the Company.  In such case, the severance payment would be 50% of Mr. Slack's then-current annual base salary, if such termination occurs on or prior to the one-year anniversary of Mr. Slack's employment with the Company, or 100% of Mr. Slack's then-current annual base salary, if such termination occurs after Mr. Slack's one-year anniversary of employment with th
e Company.<br><br>	The Company also authorized entry into its form Indemnity Agreement with Mr. Slack, which provides for indemnification by the Company on the same terms described above with respect to Mr. Fletcher's Indemnity Agreement.	The foregoing description of the Slack Employment Agreement is qualified in its entirety by the terms of such agreement, which is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.  <br><br>DEPARTURE OF PETER M. WEIL<br><br>	Effective October 24, 2007, Peter M. Weil resigned his position as Chief Executive Officer and as a Director of the Company to spend more time with his family on the East Coast.  On October 24, 2007, the Company entered into a separation and release agreement with Mr. Weil (the "Weil Separation Agreement").  Under the Weil Separation Agreement, Mr. Weil is entitled to a severance payment of $400,000 paid as follows: $100,000 on January 2, 2008, with the balance of $300,000 paid thereafter in 19 equal semi-monthly installment
s on the 15th and last day of every month.  The Weil Separation Agreement, provided certain requirements are met, also provides for the acceleration of Mr. Weil's unvested stock options and an extension of the exercise period of such options until one year following Mr. Weil's separation.  Mr. Weil confirmed that his resignation was not a result of any disagreement with the Company as to the Company's operations, policies or practices.  The foregoing description of the Weil Separation Agreement is qualified in its entirety by the terms of the Weil Separation Agreement, which is filed as Exhibit 10.4 to this Form 8-K and incorporated herein by reference.<br><br>DEPARTURE OF ERIC R. HOHL<br><br>	Effective October 24, 2007, Eric R. Hohl left his position as Executive Vice President, Chief Financial Officer and Treasurer of the Company.  Pursuant to the terms of his employment agreement, the vesting for 40,000 stock options was accelerated and will be exercisable for 90 days after his departure for incentive sto
ck options and 180 days after his departure for non-qualified options.  In the event that Mr. Hohl delivers (and thereafter does not revoke) a fully executed release and waiver of all claims against the Company, Mr. Hohl will receive a one-time severance payment from the Company of $96,000.<br><br>	The Company's press release relating to the foregoing disclosure is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.<br>
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	Item 9.01 Financial Statements and Exhibits.
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Exhibit No.		 Description of Exhibit<br><br>10.1 Employment Agreement with Allan Fletcher, dated October 24, 2007.<br>10.2 Ashworth, Inc. 2007 Nonstatutory Stock Option Plan.<br>10.3 Employment Agreement with Greg W. Slack, dated October 24, 2007.<br>10.4 Separation and Release Agreement with Peter M. Weil, dated October 24, 2007.<br>99.1	Press release issued by the Company on October 25, 2007.<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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	October 30, 2007
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	/s/Greg W. Slack
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	Title: Chief Financial Officer
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	Exhibit&nbsp;Index
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<TD WIDTH="8%">
	&nbsp;
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	&nbsp;
</TD>
<TD WIDTH="77%">
	&nbsp;
</TD>
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<BR>
<TR VALIGN="BOTTOM">
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Exhibit No.
</B>
</FONT>
</TD>
<TD>
<FONT SIZE="1">
	&nbsp;
</FONT>
</TD>
<TD NOWRAP ALIGN="LEFT">
<FONT SIZE="1">
<B>
	Description
</B>
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<TD NOWRAP ALIGN="CENTER">
<HR SIZE="1" NOSHADE>
</TD>
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	&nbsp;
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</TD>
</TR>





<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.1
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Employment Agreement with Allan Fletcher, dated October 24, 2007.
</FONT>
</TD>
</TR>
<TR VALIGN="BOTTOM">
<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.2
</DIV>
</FONT>
</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Ashworth, Inc. 2007 Nonstatutory Stock Option Plan.
</FONT>
</TD>
</TR>
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<TD VALIGN="TOP" WIDTH="8%" nowrap>
<FONT SIZE="2">
<DIV ALIGN="LEFT">
	10.3
</DIV>
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<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Employment Agreement with Greg W. Slack, dated October 24, 2007.
</FONT>
</TD>
</TR>
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	10.4
</DIV>
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Separation and Release Agreement with Peter M. Weil, dated October 24, 2007.
</FONT>
</TD>
</TR>
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<FONT SIZE="2">
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	99.1
</DIV>
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</TD>
<TD WIDTH="15%">
<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
<FONT SIZE="2">
Press release issued by the Company on October 25, 2007.
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.1
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<TITLE> EX-10.1 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;10.1</FONT>



<P align="left" style="font-size: 12pt">October&nbsp;24, 2007


<P align="left" style="font-size: 12pt">Mr.&nbsp;Allan Fletcher
<BR>
c/o Ashworth, Inc.
<BR>
2765 Loker Avenue West
<BR>
Carlsbad, CA 92010


<P align="left" style="font-size: 12pt">Re: Employment at Ashworth, Inc.


<P align="left" style="font-size: 12pt">Dear Mr.&nbsp;Fletcher:


<P align="left" style="font-size: 12pt; text-indent: 4%">In accordance with our recent discussions, we are pleased to confirm our offer to you of a
position with Ashworth, Inc. (the &#147;Company&#148;) upon the following terms and conditions:


<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;<U>Position; Reporting; Commencement</U>: Your position shall be Chief Executive Officer
or any equivalent title and you shall report to the Board of Directors. You will commence
employment effective October&nbsp;24, 2007. You will be required to observe the Company&#146;s personnel and
business policies and procedures.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;<U>Base Salary; Reviews</U>: You will receive an annual salary of $1.00, less applicable
withholding and deductions, which is payable on the first day of each year.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;<U>Bonus</U>: You will have an opportunity to receive an annual bonus that will be
determined by the Company&#146;s Compensation and Human Resource Committee. The Compensation and Human
Resource Committee will determine the bonus amount based on achievement of Company and individual
objectives as set out within the Company&#146;s annual business plan developed by senior management of
the Company and approved by the Board of Directors. Your target bonus for fiscal year 2008 based
on full achievement of the 2008 business plan objectives will be $500,000 but can be more or less
depending on performance. In order to be eligible for the bonus program you must be employed with
Ashworth, Inc. through the end of each fiscal year.


<P align="left" style="font-size: 12pt; text-indent: 4%">4.&nbsp;<U>Business Expenses; Miscellaneous Expenses; Auto Allowance</U>: You will receive
reimbursement for normal, ordinary and reasonable business expenses (including business class
airfare for yourself) upon your submission of receipts substantiating the expenses claimed in
accordance with Company policy. In addition, in light of the distance you will be traveling from
home to accept employment with the Company, you will receive reimbursement of up to $40,000 per
year for discretional out-of-pocket expenses that might not otherwise be covered by Company policy.
You will also receive an auto allowance of $1,000 per month, paid bi-weekly less applicable
withholding.


<P align="left" style="font-size: 12pt; text-indent: 4%">5.&nbsp;<U>Stock Options</U>: The Company will grant you 100,000 non-qualified options to
purchase shares of the Company&#146;s common stock at an exercise price equal to the closing share price
the day of the Compensation and Human Resources Committee&#146;s grant, which is expected to be the
first day of your employment. The options will vest over a two-year period, <I>i.e.</I>, 50,000 will vest
on the one-year anniversary of the grant and 50,000 will vest on the two-year anniversary of the
grant. The option vesting will be accelerated upon the Company&#146;s termination of your employment
either without cause, as defined below, or as a result of a change in control. The foregoing
options will be exercisable for a period of time from the vesting date until the earlier of (a)&nbsp;one
year after termination of your employment for any reason, or (b)&nbsp;ten years after the date of grant.


<P align="left" style="font-size: 12pt; text-indent: 4%">6.&nbsp;<U>Residential Expenses</U>: You will receive reimbursement for reasonable residential
expenses, in lieu of moving expenses, during the term of this Agreement. This amount will include
reasonable housing and all other reasonable expenses incurred to enable you to be housed near the
Company&#146;s headquarters in premises suitable to your status as Chief Executive Officer of the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">7.&nbsp;<U>Country Club Membership</U>: You will be reimbursed by the Company for your purchase
of a membership in a country club of your choice in the Southern California area, up to a maximum
of $50,000 (which amount need not repaid to the Company upon employment termination). In addition,
during the term of this Agreement, you will be reimbursed by the Company for regular and normal
membership dues paid by you to such country club up to $1,000 per month.


<P align="left" style="font-size: 12pt; text-indent: 4%">8.&nbsp;<U>Confidentiality; Use of Licensed Software; Non-Competition; Solicitation of Employees;
Return of Property; Termination</U>: You acknowledge that, in the course of your employment with
the Company, you will have access to Confidential Information concerning the organization and
functioning of the business of the Company, and that such information is a valuable trade secret
and the sole property of the Company. Accordingly, except as required by law, legal process, or in
connection with any litigation between the parties hereto with respect to matters arising out of
this agreement, you agree that you will not, at any time during your employment with the Company or
after such employment, whether such employment is terminated as a result of your resignation or
discharge, disclose or furnish any such information to any person other than an employee or
director of the Company, in the course and scope of your employment, and you will make no use of
any such information for your personal benefit.


<P align="left" style="font-size: 12pt; text-indent: 4%">For the purposes of this Agreement, information shall not be deemed to be &#147;Confidential
Information&#148; to the extent that the information (i)&nbsp;is in the public domain, or hereafter becomes
generally known or available through no action or omission on your part; (ii)&nbsp;is furnished (other
than by you) to any person by the Company or an affiliate, as applicable, other than to a
subsidiary of or other company related to the Company, without restriction on disclosure; (iii)
becomes known to you from a source other than the Company or an affiliate without a breach of this
Agreement or any other agreement with the Company or an affiliate and without any restriction on
disclosure; or (iv)&nbsp;is your general knowledge or skill acquired prior to your employment with the
Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">You agree that while employed by the Company and until and for a period of one year following
the date of voluntary or involuntary termination, you will not, directly or indirectly, provide
services, whether as an employee, consultant, director, independent contractor, agent, owner or
partner, to any person or entity that competes or is planning to compete with the Company;
provided, however, that (i)&nbsp;your passive investment of up to five percent (5%) of the outstanding
voting securities or similar equity interest in a publicly held entity and (ii)&nbsp;your provision of
services to the Fletcher Group shall not be deemed a breach of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">You agree that during the period of your employment and for a period of two years from the
date of voluntary or involuntary termination, you will not directly or indirectly (a)&nbsp;solicit,
induce, or attempt to influence any person or business that is an account, customer or client of
the Company or any subsidiary to restrict or cancel the business of any such account, customer or
client with the Company or any subsidiary, or (b)&nbsp;solicit on your behalf, or on behalf of a third
party, any then-current employee or sales representative of the Company or any subsidiary or
affiliate, to leave his or her employment with or sales representation of the Company or any
subsidiary or affiliate; <U>provided</U>, <U>however</U>, that nothing herein shall be deemed to
prohibit a general employment solicitation directed at the public.


<P align="left" style="font-size: 12pt; text-indent: 4%">You further agree that in the event of such termination, whether voluntary or involuntary, you
will not remove from the offices of the Company any personal property that does not rightfully and
legally belong to you and that you will return on the date of your said termination, to an
authorized representative of the Company, any and all property belonging to the Company. You also
agree that you will provide passwords on request for personal computer files.


<P align="left" style="font-size: 12pt; text-indent: 4%">9.&nbsp;<U>At-Will Employment</U>: You understand and agree that you are being employed for an
unspecified term and that this is an &#147;at-will&#148; employment relationship. This means that either you
or the Company may terminate your employment at will at any time with or without cause or notice.
This at-will aspect of your employment, which includes only the right of the Company to terminate
you to the exclusion of any transfer, demotion and/or reassignment, which will be deemed
termination without cause for the purpose hereof if you resign as a result, may not be modified,
amended or rescinded except by an individual written agreement signed by both you and the Company&#146;s
Chairman of the Board. This letter sets forth the entire agreement between the parties and there
are no prior or contemporaneous representations, promises or conditions, whether oral or written,
to the contrary. Without limiting the foregoing and for the avoidance of doubt, in the event of
any termination, whether voluntary or involuntary, or with or without cause, you will not be
entitled to any payments or benefits, including without limitation any severance payment, other
than the acceleration of the stock options granted pursuant to paragraph 5 hereof under the
specific circumstances described in paragraph 5 hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">For the purpose of this agreement, &#147;cause&#148; shall mean:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Willful and deliberate refusal to comply with a lawful instruction of the Board
of Directors, which refusal is not remedied by you within a reasonable period of time
after receipt of written notice from the Company identifying the refusal, so long as
the instruction is consistent with the scope and responsibilities of your position;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Your act or acts of personal dishonesty;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Your conviction of a felony;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Your violation of the Company&#146;s policies and/or code of conduct;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Your violation of any confidentiality or non-competition agreement with the
Company or any affiliate of the Company; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The willful engaging by you in misconduct which is injurious to the Company.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">This offer of employment is contingent upon the satisfactory completion of a background check.
The Company reserves the right to withdraw an offer of employment, or to terminate employment, at
any time based on information arising from the background check.


<P align="left" style="font-size: 12pt; text-indent: 4%">If you are in agreement with the terms of this letter, please sign and return one copy to the
Human Resource Department and retain one copy for your files to confirm the terms of your
employment. If you have any questions, please contact me at your earliest convenience.


<P align="left" style="font-size: 12pt">Sincerely,


<P align="left" style="font-size: 12pt"><U>/s/ David M. Meyer</U>
<BR>
David M. Meyer
<BR>
Chairman of the Board


<P align="left" style="font-size: 12pt">Accepted and agreed to this
<BR>
24<sup>th</sup> day of October, 2007:


<P align="left" style="font-size: 12pt"><U>/s/ Allan Fletcher</U>
<BR>
Allan Fletcher


<P align="left" style="font-size: 12pt; text-indent: 1%"><FONT style="font-size: 8pt"> </FONT><FONT style="font-size: 12pt">
</FONT>


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


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<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>exhibit2.htm
<DESCRIPTION>EX-10.2
<TEXT>
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<TITLE> EX-10.2 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 11pt">EXHIBIT 10.2</FONT>



<P align="center" style="font-size: 11pt"><B>ASHWORTH, INC.<BR>
2007 NONSTATUTORY STOCK OPTION PLAN</B>



<P align="center" style="font-size: 11pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 11pt"><B>PURPOSE OF PLAN</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">The Company has adopted this Plan to promote the interests of the Company and its stockholders
by enabling grants of Stock Options to provide a material inducement for new, key executives to
enter into employment with the Company when the constraints of the Company&#146;s existing equity
incentive plans prevent such grants, and to retain and motivate such executives, to encourage and
reward their contribution to the performance of the Company, and to align their interests with the
interests of the Company&#146;s stockholders. Capitalized terms not otherwise defined herein have the
meanings ascribed to them in <U>Article&nbsp;VIII</U>.


<P align="center" style="font-size: 11pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 11pt"><B>EFFECTIVE DATE AND TERM OF PLAN</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>2.1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Term of Plan.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">This Plan became effective as of the Effective Date and will continue in effect until the
Expiration Date, at which time this Plan will automatically terminate.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>2.2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Effect on Awards.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Awards may be granted only during the Plan Term, but each Award granted during the Plan Term
will remain in effect after the Expiration Date until such Award has been exercised, terminated or
expired in accordance with its terms and the terms of this Plan.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>2.3</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Stockholder Approval Expressly Not Required.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">In reliance on Nasdaq Marketplace Rule&nbsp;4350(i)(1)(A)(iv), this Plan need not be approved by
the Company&#146;s stockholders, <I>provided </I>that the Plan is approved by either the Board&#146;s independent
Compensation and Human Resources Committee or a majority of independent directors of the whole
Board and <I>provided further</I>, that Awards under the Plan are only made to Eligible Persons. Promptly
following any grant under this Plan, the Company shall disclose in a press release the material
terms of the grant, including the recipient and the number of shares involved.


<P align="center" style="font-size: 11pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 11pt"><B>SHARES SUBJECT TO PLAN</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3.1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Number of Shares.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">The maximum number of shares of Common Stock that may be issued pursuant to Awards under this
Plan is 200,000, subject to adjustment as set forth in <U>Section&nbsp;3.4</U>.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3.2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Source of Shares.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">The Common Stock to be issued under this Plan will be made available, at the discretion of the
Administrator, either from authorized but unissued shares of Common Stock or from previously issued
shares of Common Stock reacquired by the Company.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3.3</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Availability of Unused Shares.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Shares of Common Stock subject to unexercised portions of any Award that expire, terminate or
are canceled, and shares of Common Stock issued pursuant to an Award that are reacquired by the
Company pursuant to this Plan or the terms of the Award under which such shares were issued, will
again become available for the grant of further Awards under this Plan as part of the shares
available under <U>Section&nbsp;3.1</U>. However, if the exercise price of, or withholding taxes
incurred in connection with, an Award is paid with shares of Common Stock, or if shares of Common
Stock otherwise issuable pursuant to Awards are withheld by the Company in satisfaction of an
exercise price or the withholding taxes incurred in connection with any exercise or vesting of an
Award, then the number of shares of Common Stock available for issuance under the Plan will be
reduced by the gross number of shares for which the Award is exercised or for which it vests, as
applicable, and not by the net number of shares of Common Stock issued to the holder of such Award.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3.4</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Adjustment Provisions.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Adjustments</U><B>. </B>If the Company consummates any Reorganization in which holders of
shares of Common Stock are entitled to receive in respect of such shares any additional shares or
new or different shares or securities, cash or other consideration (including, without limitation,
a different number of shares of Common Stock), or if the outstanding shares of Common Stock are
increased, decreased or exchanged for a different number or kind of shares or other securities
through merger, consolidation, sale or exchange of assets of the Company, reorganization,
recapitalization, reclassification, combination of shares, stock dividend, stock split, reverse
stock split, spin-off, or any other equity restructuring transaction, as that term is defined in
Statement of Financial Accounting Standards No.&nbsp;123 (revised), then, subject to
<U>Section&nbsp;7.1</U>, an appropriate and equitable adjustment shall be made by the Administrator in:
(i)&nbsp;the maximum number and kind of shares subject to this Plan as provided in <U>Section&nbsp;3.1</U>;
(ii)&nbsp;the number and kind of shares or other securities subject to then outstanding Awards; and/or
(iii)&nbsp;the price for each share or other unit of any other securities subject to, or measurement
criteria applicable to, then outstanding Awards.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>No Fractional Interests</U><B>. </B>No fractional interests will be issued under the Plan
resulting from any adjustments.


<P align="left" style="font-size: 11pt; text-indent: 8%">(c)&nbsp;<U>Adjustments Related to Company Stock</U><B>. </B>To the extent any adjustments relate to
stock or securities of the Company, such adjustments will be made by the Administrator, whose
determination in that respect will be final, binding and conclusive.


<P align="left" style="font-size: 11pt; text-indent: 8%">(d)&nbsp;<U>Right to Make Adjustment</U><B>. </B>The grant of an Award will not affect in any way the
right or power of the Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>3.5</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Reservation of Shares.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">The Company will at all times reserve and keep available shares of Common Stock equaling at
least the total number of shares of Common Stock issuable pursuant to all outstanding Awards.


<P align="center" style="font-size: 11pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 11pt"><B>ADMINISTRATION OF PLAN</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Administrator.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Plan Administration</U>. This Plan will be administered by the Board and may also be
administered by a Committee of the Board appointed pursuant to <U>Section&nbsp;4.1(b)</U>.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>Administration by Committee</U>. The Board in its sole discretion may from time to
time appoint a Committee of not less than two (2)&nbsp;Board members with authority to administer this
Plan in whole or part and, subject to applicable law, to exercise any or all of the powers,
authority and discretion of the Board under this Plan. As long as the Company has a class of
equity securities registered under Section&nbsp;12 of the Exchange Act, this Plan will be administered
by a Committee of not less than two (2)&nbsp;Board members appointed by the Board in its sole discretion
from time to time, each of whom is (i)&nbsp;a &#147;Non-Employee Director&#148; within the meaning of Rule&nbsp;16b-3
promulgated under the Exchange Act, and (ii)&nbsp;an &#147;Outside Director&#148; as defined in the regulations
adopted under Section 162(m) of the IRC. The Board may from time to time increase or decrease (but
not below two (2)) the number of members of the Committee, remove from membership on the Committee
all or any portion of its members, and/or appoint such person or persons as it desires to fill any
vacancy existing on the Committee, whether caused by removal, resignation or otherwise. Unless
otherwise required by this Section&nbsp;4.1(b), the Board may disband the Committee at any time.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Authority of Administrator.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Authority to Interpret Plan</U>. Subject to the express provisions of this Plan, the
Administrator will have the power to implement, interpret and construe this Plan and any Awards and
Award Documents or other documents defining the rights and obligations of the Company and
Recipients hereunder and thereunder, to determine all questions arising hereunder and thereunder,
and to adopt and amend such rules and regulations for the administration hereof and thereof as it
may deem desirable. The interpretation and construction by the Administrator of any provisions of
this Plan or of any Award or Award Document, and any action taken by, or inaction of, the
Administrator relating to this Plan or any Award or Award Document, will be within the discretion
of the Administrator and will be conclusive and binding upon all persons. Subject only to
compliance with the express provisions hereof, the Administrator may act in its discretion in
matters related to this Plan and any and all Awards and Award Documents.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>Authority to Grant Awards</U>. Subject to the express provisions of this Plan, the
Administrator may from time to time in its discretion select the Eligible Persons to whom, and the
time or times at which, Awards will be granted or sold, the nature of each Award, the number of
shares of Common Stock or the number of rights that make up or underlie each Award, the exercise
price and period (if applicable) for the exercise of each Award, and such other terms and
conditions applicable to each individual Award as the Administrator may determine. Any and all
terms and conditions of Awards may be established by the Administrator without regard to existing
Awards or other grants and without incurring any obligation of the Company in respect of subsequent
Awards.


<P align="left" style="font-size: 11pt; text-indent: 8%">(c)&nbsp;<U>Procedures</U>. Subject to the Company&#146;s charter or bylaws or any Board resolution
conferring authority on the Committee, any action of the Administrator with respect to the
administration of this Plan must be taken pursuant to a majority vote of the authorized number of
members of the Administrator or by the unanimous written consent of its members; <I>provided, however,</I>
that (i)&nbsp;if the Administrator is the Committee and consists of two (2)&nbsp;members, then actions of the
Administrator must be unanimous, and (ii)&nbsp;actions taken by the Board will be valid if approved in
accordance with applicable law.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.3</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>No Liability.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">No member of the Board or the Committee or any designee thereof will be liable for any action
or inaction with respect to this Plan or any Award or any transaction arising under this Plan or
any Award except in circumstances constituting bad faith of such member.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.4</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Amendments.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Plan Amendments</U>. The Administrator may at any time and from time to time in its
discretion, insofar as permitted by applicable law, rule or regulation and subject to <U>Section
4.4(c)</U>, suspend or discontinue this Plan or revise or amend it in any respect whatsoever, and
this Plan as so revised or amended will govern all Awards, including those granted before such
revision or amendment. Without limiting the generality of the foregoing, the Administrator is
authorized to amend this Plan to comply with or take advantage of amendments to applicable laws,
rules or regulations, including the Securities Act, the Exchange Act, the IRC, or the rules of any
exchange or market system upon which the Common Stock is listed or trades, or any rules or
regulations promulgated thereunder. No stockholder approval of any amendment or revision will be
required unless such approval is required by applicable law, rule or regulation.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>Award Amendments</U>. The Administrator shall make any adjustments as provided in
Section&nbsp;3.4(a) and may at any time and from time to time in its discretion, but subject to
<U>Section&nbsp;4.4(c)</U> and compliance with applicable statutory or administrative requirements,
accelerate or extend the vesting or exercise period of any Award as a whole or in part, and make
such other modifications in the terms and conditions of an Award as it deems advisable.
Notwithstanding the foregoing and except as permitted in <U>Section&nbsp;3.4</U>, the Administrator may
not amend the price for each share or other unit of any other securities subject to, or measurement
criteria applicable to, then outstanding Awards (such amendment a &#147;Repricing&#148;) without receiving
prior approval of the Company&#146;s stockholders. Similarly, the Administrator may not effectively
Reprice an outstanding Award by replacing an outstanding Award with new Award grant.


<P align="left" style="font-size: 11pt; text-indent: 8%">(c)&nbsp;<U>Limitation</U>. Except as otherwise provided in this Plan or in the applicable Award
Document, no amendment, revision, suspension or termination of this Plan or an outstanding Award
that would alter, impair or diminish in any material respect any rights or obligations under any
Award theretofore granted under this Plan may be effected without the written consent of the
Recipient to whom such Award was granted.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.5</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Other Compensation Plans.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">The adoption of this Plan will not affect any other stock option, incentive or other
compensation plans in effect from time to time for the Company, and this Plan will not preclude the
Company from establishing any other forms of incentive or other compensation for employees,
directors, advisors or consultants of the Company, whether or not approved by stockholders.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.6</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Plan Binding on Successors.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%"><FONT style="font-size: 12pt">This Plan will be binding upon the successors and assigns of the Company.
</FONT>

<P align="left" style="font-size: 12pt"><FONT style="font-size: 11pt"><B>4.</B>7 <B>References</B></FONT><FONT style="font-size: 12pt"><B> to Successor Statutes, Regulations and Rules.</B>
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%"><FONT style="font-size: 11pt">Any reference in this Plan to a particular statute, regulation or rule will also refer to
any successor provision of such statute, regulation or rule.
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.8</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Invalid Provisions.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">In the event that any provision of this Plan is found to be invalid or otherwise unenforceable
under any applicable law, such invalidity or unenforceability is not to be construed as rendering
any other provisions contained herein invalid or unenforceable, and all such other provisions are
to be given full force and effect to the same extent as though the invalid and unenforceable
provision were not contained herein.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.9</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Governing Law.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">This Plan will be governed by and interpreted in accordance with the internal laws of the
State of Delaware, without giving effect to the principles of the conflicts of laws thereof.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>4.10</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Interpretation.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Headings herein are for convenience of reference only, do not constitute a part of this Plan,
and will not affect the meaning or interpretation of this Plan. References herein to Sections or
Articles are references to the referenced Section or Article hereof, unless otherwise specified.


<P align="center" style="font-size: 11pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 11pt"><B>GENERAL AWARD PROVISIONS</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Participation in Plan.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Eligibility to Receive Awards</U>. A person is eligible to receive grants of Awards
if, at the time of the grant of the Award, such person is an Eligible Person and the Award is
provided as an inducement material to the individual&#146;s entering into employment with the Company or
an Affiliated Entity; <I>provided, however, </I>that the grant is approved by either the Board&#146;s
independent Compensation and Human Resources Committee or a majority of independent directors of
the whole Board, and <I>provided further</I>, that Awards granted to a person who has received an offer of
employment will terminate and be forfeited without consideration if the employment offer is not
accepted within such time as may be specified by the Company. Promptly following any grant under
this Plan, the Company shall disclose in a press release the material terms of the grant, including
the recipient and the number of shares involved. Status as an Eligible Person will not be
construed as a commitment that any Award will be granted under this Plan to an Eligible Person or
to Eligible Persons generally.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>No Eligibility to Receive Incentive Stock Options</U>. Incentive Stock Options may
not be granted under this Plan.


<P align="left" style="font-size: 11pt; text-indent: 8%">(c)&nbsp;<U>Awards to Foreign Nationals</U>. Notwithstanding anything to the contrary herein, the
Administrator may, in order to fulfill the purposes of this Plan, modify grants of Awards to
Recipients who are foreign nationals or employed outside of the United States to recognize
differences in applicable law, tax policy or local custom.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Award Documents.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Each Award must be evidenced by an agreement duly executed on behalf of the Company and by the
Recipient or, in the Administrator&#146;s discretion, a confirming memorandum issued by the Company to
the Recipient, setting forth such terms and conditions applicable to the Award as the Administrator
may in its discretion determine. Awards will not be deemed made or binding upon the Company, and
Recipients will have no rights thereto, until such an agreement is entered into between the Company
and the Recipient or such a memorandum is delivered by the Company to the Recipient, but an Award
may have an effective date prior to the date of such an agreement or memorandum. Award Documents
may be (but need not be) identical and must comply with and be subject to the terms and conditions
of this Plan, a copy of which will be provided to each Recipient and incorporated by reference into
each Award Document. Any Award Document may contain such other terms, provisions and conditions
not inconsistent with this Plan as may be determined by the Administrator. In case of any conflict
between this Plan and any Award Document, this Plan shall control.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.3</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Payment For Awards.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Payment of Exercise Price</U>. The exercise price or other payment for an Award is
payable upon exercise of the Award by delivery of legal tender of the United States or payment of
such other consideration as the Administrator may from time to time deem acceptable in any
particular instance; <I>provided, however</I>, that the Administrator may, in the exercise of its
discretion, allow exercise of an Award in a broker-assisted or similar transaction in which the
exercise price is not received by the Company until promptly after exercise.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>Company Assistance</U>. The Company may assist any person to whom an Award is granted
(including, without limitation, any officer or director of the Company) in the payment of the
purchase price or other amounts payable in connection with the receipt or exercise of that Award,
by lending such amounts to such person on such terms and at such rates of interest and upon such
security (if any) as may be consistent with applicable law and approved by the Administrator. In
case of such a loan, the Administrator may require that the exercise be followed by a prompt sale
of some or all of the underlying shares and that a portion of the sale proceeds be dedicated to
full payment of the exercise price and amounts required pursuant to <U>Section&nbsp;5.10</U>.


<P align="left" style="font-size: 11pt; text-indent: 8%">(c)&nbsp;<U>Cashless Exercise</U>. If permitted in any case by the Administrator in its
discretion, the exercise price for Awards may be paid by capital stock of the Company delivered in
transfer to the Company by or on behalf of the person exercising the Award and duly endorsed in
blank or accompanied by stock powers duly endorsed in blank, with signatures guaranteed in
accordance with the Exchange Act if required by the Administrator; or retained by the Company from
the stock otherwise issuable upon exercise or surrender of vested and/or exercisable Awards or
other equity awards previously granted to the Recipient and being exercised (if applicable) (in
either case valued at Fair Market Value as of the exercise date); or such other consideration as
the Administrator may from time to time in the exercise of its discretion deem acceptable in any
particular instance.


<P align="left" style="font-size: 11pt; text-indent: 8%">(d)&nbsp;<U>No Precedent</U>. Recipients will have no rights to the assistance described in
<U>Section&nbsp;5.3(b)</U> or the exercise techniques described in <U>Section&nbsp;5.3(c)</U>, and the
Company may offer or permit such assistance or techniques on an <I>ad hoc </I>basis to any Recipient
without incurring any obligation to offer or permit such assistance or techniques on other
occasions or to other Recipients.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.4</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>No Employment Rights.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Nothing contained in this Plan (or in Award Documents or in any other documents related to
this Plan or to Awards) will confer upon any Eligible Person or Recipient any right to continue in
the employ of or engagement by the Company or any Affiliated Entity or constitute any contract or
agreement of employment or engagement, or interfere in any way with the right of the Company or any
Affiliated Entity to reduce such person&#146;s compensation or other benefits or to terminate the
employment or engagement of such Eligible Person or Recipient, with or without cause. Except as
expressly provided in this Plan or in any statement evidencing the grant of an Award, the Company
has the right to deal with each Recipient in the same manner as if this Plan and any such statement
evidencing the grant of an Award did not exist, including, without limitation, with respect to all
matters related to the hiring, discharge, compensation and conditions of the employment or
engagement of the Recipient. Unless otherwise set forth in a written agreement binding upon the
Company or an Affiliated Entity, all employees of the Company or an Affiliated Entity are &#147;at will&#148;
employees whose employment may be terminated by the Company or the Affiliated Entity at any time
for any reason or no reason, without payment or penalty of any kind. Any question(s) as to whether
and when there has been a termination of a Recipient&#146;s employment or engagement, the reason (if
any) for such termination, and/or the consequences thereof under the terms of this Plan or any
statement evidencing the grant of an Award pursuant to this Plan will be determined by the
Administrator and the Administrator&#146;s determination thereof will be final and binding.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.5</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Restrictions Under Applicable Laws and Regulations.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Government Approvals</U>. All Awards will be subject to the requirement that, if at
any time the Company determines, in its discretion, that the listing, registration or qualification
of the securities subject to Awards granted under this Plan upon any securities exchange or
interdealer quotation system or under any federal, state or foreign law, or the consent or approval
of any government or regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such an Award or the issuance, if any, or purchase of shares in connection
therewith, such Award may not be exercised as a whole or in part unless and until such listing,
registration, qualification, consent or approval has been effected or obtained free of any
conditions not acceptable to the Company. During the term of this Plan, the Company will use its
reasonable efforts to seek to obtain from the appropriate governmental and regulatory agencies any
requisite qualifications, consents, approvals or authorizations in order to issue and sell such
number of shares of its Common Stock as is sufficient to satisfy the requirements of this Plan.
The inability of the Company to obtain any such qualifications, consents, approvals or
authorizations will relieve the Company of any liability in respect of the nonissuance or sale of
such stock as to which such qualifications, consents, approvals or authorizations pertain.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>No Registration Obligation; Recipient Representations</U>. The Company will be under
no obligation to register or qualify the issuance of Awards or underlying securities under the
Securities Act or applicable state securities laws. Unless the issuance of Awards and underlying
securities have been registered under the Securities Act and qualified or registered under
applicable state securities laws, the Company shall be under no obligation to issue any Awards or
underlying securities unless the Awards and underlying securities may be issued pursuant to
applicable exemptions from such registration or qualification requirements. In connection with any
such exempt issuance, the Administrator may require the Recipient to provide a written
representation and undertaking to the Company, satisfactory in form and scope to the Company, that
such Recipient is acquiring such Awards and underlying securities for such Recipient&#146;s own account
as an investment and not with a view to, or for sale in connection with, the distribution of any
such securities, and that such person will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the Securities Act and other
applicable law, and that if securities are issued without registration, a legend to this effect
(together with any other legends deemed appropriate by the Administrator) may be endorsed upon the
securities so issued, and to the effect of any additional representations that are appropriate in
light of applicable securities laws and rules. The Company may also order its transfer agent to
stop transfers of such shares. The Administrator may also require the Recipient to provide the
Company such information and other documents as the Administrator may request in order to satisfy
the Administrator as to the investment sophistication and experience of the Recipient and as to any
other conditions for compliance with any such exemptions from registration or qualification.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.6</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Additional Conditions.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Any Award may be subject to such provisions (whether or not applicable to any other Award or
Recipient) as the Administrator deems appropriate, including without limitation provisions for the
forfeiture of or restrictions on resale or other disposition of securities of the Company acquired
under this Plan, provisions giving the Company the right to repurchase securities of the Company
acquired under this Plan in the event the Recipient leaves the Company for any reason or elects to
effect any disposition thereof, and provisions to comply with federal and state securities laws.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.7</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>No Privileges re Stock Ownership or Specific Assets.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Except as otherwise set forth herein, a Recipient or a permitted transferee of an Award will
have no rights as a stockholder with respect to any shares issuable or issued in connection with
the Award until the Recipient has delivered to the Company all amounts payable and performed all
obligations required to be performed in connection with exercise of the Award and the Company has
issued such shares. No person will have any right, title or interest in any fund or in any
specific asset (including shares of capital stock) of the Company by reason of any Award granted
hereunder. Neither this Plan (or any documents related hereto) nor any action taken pursuant
hereto is to be construed to create a trust of any kind or a fiduciary relationship between the
Company and any person. To the extent that any person acquires a right to receive an Award
hereunder, such right shall be no greater than the right of any unsecured general creditor of the
Company.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.8</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Nonassignability.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">No Award is assignable or transferable except: (a)&nbsp;by will or by the laws of descent and
distribution; or (b)&nbsp;subject to the final sentence of this <U>Section&nbsp;5.8</U>, upon dissolution of
marriage pursuant to a qualified domestic relations order or, in the discretion of the
Administrator and under circumstances that would not adversely affect the interests of the Company,
transfers for estate planning purposes or pursuant to a nominal transfer that does not result in a
change in beneficial ownership. During the lifetime of a Recipient, an Award granted to such
person will be exercisable only by the Recipient (or the Recipient&#146;s permitted transferee) or such
person&#146;s guardian or legal representative. Notwithstanding the foregoing, Awards subject to
transfer restrictions under the IRC may not be assigned or transferred in violation of
Section&nbsp;422(b)(5) of the IRC or the regulations thereunder, and nothing herein is intended to allow
such assignment or transfer.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.9</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Information To Recipients.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Provision of Information</U>. The Administrator in its sole discretion may determine
what, if any, financial and other information is to be provided to Recipients and when such
financial and other information is to be provided after giving consideration to applicable federal
and state laws, rules and regulations, including, without limitation, applicable federal and state
securities laws, rules and regulations.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>Confidentiality</U>. The furnishing of financial and other information that is
confidential to the Company is subject to the Recipient&#146;s agreement to maintain the confidentiality
of such financial and other information, and not to use the information for any purpose other than
evaluating the Recipient&#146;s position under this Plan. The Administrator may impose other
restrictions on the access to and use of such confidential information and may require a Recipient
to acknowledge the Recipient&#146;s obligations under this <U>Section&nbsp;5.9(b)</U> (which acknowledgment
is not to be a condition to Recipient&#146;s obligations under this <U>Section&nbsp;5.9(b))</U>.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.10</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Withholding Taxes.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Whenever the granting, vesting or exercise of any Award, or the issuance of any securities
upon exercise of any Award or transfer thereof, gives rise to tax or tax withholding liabilities or
obligations, the Administrator will have the right as a condition thereto to require the Recipient
to remit to the Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements arising in connection therewith. The Administrator may, in the exercise of its
discretion, allow satisfaction of tax withholding requirements by accepting delivery of stock of
the Company or by withholding a portion of the stock otherwise issuable in connection with an
Award, in each case valued at Fair Market Value as of the date of such delivery or withholding, as
the case may be, is determined.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.11</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Legends on Awards and Stock Certificates.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Each Award Document and each certificate representing securities acquired upon vesting or
exercise of an Award must be endorsed with all legends, if any, required by applicable federal and
state securities and other laws to be placed on the Award Document and/or the certificate. The
determination of which legends, if any, will be placed upon Award Documents or the certificates
will be made by the Administrator in its discretion and such decision will be final and binding.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.12</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Effect of Termination of Employment on Awards.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Termination of Vesting</U>. Notwithstanding anything to the contrary herein, but
subject to <U>Section&nbsp;5.12(b)</U>, Awards will be exercisable by a Recipient (or the Recipient&#146;s
successor in interest) following such Recipient&#146;s termination of employment or service only to the
extent that installments thereof had become exercisable on or prior to the date of such termination
and are not forfeited pursuant to <U>Section&nbsp;5.15</U>.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>Alteration of Vesting and Exercise Periods</U>. Notwithstanding anything to the
contrary herein, the Administrator may in its discretion (i)&nbsp;designate shorter or longer periods
following a Recipient&#146;s termination of employment or service during which Awards may vest or be
exercised; <I>provided, however, </I>that any shorter periods determined by the Administrator will be
effective only if provided for in this Plan or the instrument that evidences the grant to the
Recipient of the affected Award or if such shorter period is agreed to in writing by the Recipient,
and (ii)&nbsp;accelerate the vesting of all or any portion of any Awards by increasing the number of
shares purchasable at any time.


<P align="left" style="font-size: 11pt; text-indent: 8%">(c)&nbsp;<U>Leave of Absence</U>. In the case of any employee on an approved leave of absence,
the Administrator may make such provision respecting continuance of Awards granted to such employee
as the Administrator in its discretion deems appropriate, except that in no event will an Award be
exercisable after the date such Award would expire in accordance with its terms had the Recipient
remained continuously employed.


<P align="left" style="font-size: 11pt; text-indent: 8%">(d)&nbsp;<U>General Cessation</U>. Except as otherwise set forth in this Plan or an Award
Document or as determined by the Administrator in its discretion, all Awards granted to a
Recipient, and all of such Recipient&#146;s rights thereunder, will terminate upon termination for any
reason of such Recipient&#146;s employment or service with the Company or any Affiliated Entity (or
cessation of any other service relationship between the Recipient and the Company or any Affiliated
Entity in place as of the date the Award was granted).


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.13</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Lock-Up Agreements.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Each Recipient agrees as a condition to receipt of an Award that, in connection with any
public offering by the Company of its equity securities and upon the request of the Company and the
principal underwriter (if any) in such public offering, any shares of Common Stock acquired or that
may be acquired upon exercise or vesting of an Award may not be sold, offered for sale, encumbered,
or otherwise disposed of or subjected to any transaction that will involve any sales of securities
of the Company, without the prior written consent of the Company or such underwriter, as the case
may be, for a period of not more than 365&nbsp;days after the effective date of the registration
statement for such public offering. Each Recipient will, if requested by the Company or the
principal underwriter, enter into a separate agreement to the effect of this <U>Section&nbsp;5.13</U>.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.14</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Restrictions on Common Stock and Other Securities.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Common Stock or other securities of the Company issued or issuable in connection with any
Award will be subject to all of the restrictions imposed under this Plan upon Common Stock issuable
or issued upon exercise of Stock Options, except as otherwise determined by the Administrator.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.15</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Cancellation and Rescission of Awards.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Unless an Award Document or other separate written agreement binding upon the Company provides
otherwise, the Administrator may cancel any unexpired, unpaid or deferred Award (whether or not
vested) at any time if the Recipient thereof fails at any time to comply with all applicable
provisions of the Award Document or this Plan, or does any of the following:


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;During employment or engagement with the Company or any Affiliated Entity or at any time
within 365&nbsp;days after termination of employment or engagement with the Company or any Affiliated
Entity, renders services for any organization or engages directly or indirectly in any business
that, in the judgment of the Chief Executive Officer of the Company or other senior officer
designated by the Administrator, is or becomes competitive with the Company or any Affiliated
Entity, or which organization or business, or the rendering of services to such organization or
business, is or becomes otherwise prejudicial to or in conflict with the business or interests of
the Company or any Affiliated Entity. For a Recipient whose employment has terminated, the
judgment of the Chief Executive Officer or such other senior officer shall be based upon the
Recipient&#146;s position and responsibilities while employed by the Company or any Affiliated Entity,
the Recipient&#146;s post-employment responsibilities and position with the other organization or
business, the extent of past, current and potential competition or conflict between the Company or
any Affiliated Entity and the other organization or business, the effect on the customers,
suppliers and competitors of the Company or Affiliated Entity of the Recipient&#146;s assuming the
post-employment position, the guidelines established in any employee handbook, any employment
agreement with the Recipient, and such other considerations as are deemed by the Company to be
relevant given the applicable facts and circumstances.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;During employment or engagement with the Company or any Affiliated Entity or at any time
thereafter, fails to comply with any confidentiality agreement with the Company or any Affiliated
Entity to which the Recipient is party, or with the policies of the Company or Affiliated Entity
regarding nondisclosure of confidential information, or without prior written authorization from
the Company or any Affiliated Entity, discloses to anyone outside the Company or any Affiliated
Entity, or uses for any purpose or in any context other than in performance of the Recipient&#146;s
duties to the Company or any Affiliated Entity, any confidential or trade secret information of the
Company or any Affiliated Entity.


<P align="left" style="font-size: 11pt; text-indent: 8%">(c)&nbsp;During employment or engagement with the Company or any Affiliated Entity or at any time
thereafter, fails to comply with any agreement with the Company or any Affiliated Entity regarding
assignment of inventions, or to otherwise disclose promptly and assign to the Company or any
Affiliated Entity all right, title and interest in any invention or idea, patentable or not, made
or conceived by the Recipient during and within the scope of employment or engagement by the
Company or any Affiliated Entity, relating in any manner to the actual or anticipated business,
research, or development work of the Company or any Affiliated Entity, or to do anything reasonably
necessary to enable the Company or any Affiliated Entity to secure a patent where appropriate in
the United States and other countries.


<P align="left" style="font-size: 11pt; text-indent: 8%">(d)&nbsp;During employment or engagement with the Company or any Affiliated Entity or at any time
thereafter, breaches any agreement with or duty to the Company or any Affiliated Entity.


<P align="left" style="font-size: 11pt; text-indent: 4%">Upon and as a condition to exercise of any Award, a Recipient shall certify on a form
acceptable to the Company that he or she is in compliance with the terms and conditions of this
Plan and any applicable Award Document and has not done any of the things described in this
<U>Section&nbsp;5.15</U>. Furthermore, if a Recipient does any of the things described in this
<U>Section&nbsp;5.15</U> within 180&nbsp;days after any exercise, payment or delivery pursuant to an Award,
the Company may rescind such exercise, payment or delivery. The Company shall notify the Recipient
in writing of any such rescission within two years after such exercise, payment or delivery.
Within ten days after receiving such notice from the Company, a Recipient shall pay to the Company
the amount of any gain realized or payment received as a result of the rescinded exercise, payment
or delivery pursuant to an Award. Such payment shall be made by returning to the Company all
shares of capital stock that the Recipient received in connection with the rescinded exercise,
payment or delivery, or if such shares have been transferred by the Recipient, then by paying the
equivalent value thereof at the time of their transfer to the Company in cash. To assist in
enforcement of the Company&#146;s rescission right described above, the Company may, in its discretion,
retain any Common Stock or other consideration otherwise deliverable to a Recipient in connection
with an Award until the rescission period described above has lapsed.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>5.16</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Limits on Awards to Eligible Persons.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">Notwithstanding any other provision of this Plan, in order for the compensation attributable
to Awards hereunder to qualify as Performance-Based Compensation, no one Eligible Person shall be
granted awards (whether under this Plan or any of the Company&#146;s other equity incentive plans) with
respect to more than 250,000 shares of Common Stock in any one calendar year. The limitation set
forth in this <U>Section&nbsp;5.16</U> will be subject to adjustment as provided in <U>Section&nbsp;3.4</U>
or under <U>Article&nbsp;VII</U>, but only to the extent such adjustment would not affect the status of
compensation attributable to Awards as Performance-Based Compensation.


<P align="center" style="font-size: 11pt"><B>ARTICLE VI</B>



<P align="center" style="font-size: 11pt"><B>AWARDS</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>6.1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Stock Options.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 8%">(a)&nbsp;<U>Nature of Stock Options</U>. All Stock Options granted under this Plan shall be
Nonqualified Stock Options.


<P align="left" style="font-size: 11pt; text-indent: 8%">(b)&nbsp;<U>Option Exercise Price</U>. The exercise price for each Stock Option will be
determined by the Administrator as of the date such Stock Option is granted, but no less than Fair
Market Value on the date of grant.


<P align="left" style="font-size: 11pt; text-indent: 8%">(c)&nbsp;<U>Option Period and Vesting</U>. Stock Options granted hereunder will vest and may be
exercised as determined by the Administrator, except that exercise of Stock Options after
termination of the Recipient&#146;s employment or service shall be subject to <U>Section&nbsp;5.12</U> and
<U>Section&nbsp;6.1(e)</U>. Each Stock Option granted hereunder and all rights or obligations
thereunder shall expire on such date as may be determined by the Administrator, but not later than
ten (10)&nbsp;years after the date the Stock Option is granted and may be subject to earlier termination
as provided herein or in the Award Document. Except as otherwise provided herein, a Stock Option
will become exercisable, as a whole or in part, on the date or dates specified by the Administrator
and thereafter will remain exercisable until the exercise, expiration or earlier termination of the
Stock Option.


<P align="left" style="font-size: 11pt; text-indent: 8%">(d)&nbsp;<U>Exercise of Stock Options</U>. The exercise price for Stock Options will be paid as
set forth in <U>Section&nbsp;5.3</U>. No Stock Option will be exercisable except in respect of whole
shares, and fractional share interests shall be disregarded. Not fewer than 100 shares of Common
Stock may be purchased at one time and Stock Options must be exercised in multiples of 100 unless
the number purchased is the total number of shares for which the Stock Option is exercisable at the
time of exercise. A Stock Option will be deemed to be exercised when the Secretary or other
designated official of the Company receives written notice of such exercise from the Recipient in
the form of <U>Exhibit&nbsp;A</U> hereto or such other form as the Company may specify from time to
time, together with payment of the exercise price in accordance with <U>Section&nbsp;5.3</U> and any
amounts required under <U>Section&nbsp;5.10</U> or, with permission of the Administrator, arrangement
for such payment. Notwithstanding any other provision of this Plan, the Administrator may impose,
by rule and/or in Award Documents, such conditions upon the exercise of Stock Options (including,
without limitation, conditions limiting the time of exercise to specified periods) as may be
required to satisfy applicable regulatory requirements, including, without limitation, Rule&nbsp;16b-3
and Rule&nbsp;10b-5 under the Exchange Act, and any amounts required under <U>Section&nbsp;5.10,</U> or any
applicable section of or regulation under the IRC.


<P align="left" style="font-size: 11pt; text-indent: 8%">(e)&nbsp;<U>Termination of Employment</U>.


<P align="left" style="font-size: 11pt; text-indent: 12%">(i)&nbsp;<U>Termination for Just Cause</U>. Subject to <U>Section&nbsp;5.12</U> and except as
otherwise provided in a written agreement between the Company or an Affiliated Entity and the
Recipient, which may be entered into at any time before or after termination of employment or
service, in the event of a Just Cause Dismissal of a Recipient all of the Recipient&#146;s unexercised
Stock Options, whether or not vested, will expire and become unexercisable as of the date of such
Just Cause Dismissal.


<P align="left" style="font-size: 11pt; text-indent: 12%">(ii)&nbsp;<U>Termination Other Than for Just Cause</U>. Subject to <U>Section&nbsp;5.12</U> and
except as otherwise provided in a written agreement between the Company or an Affiliated Entity and
the Recipient, which may be entered into at any time before or after termination of employment or
service, if a Recipient&#146;s employment or service with the Company or any Affiliated Entity
terminates for:


<P align="left" style="font-size: 11pt; text-indent: 15%">(A)&nbsp;any reason other than for Just Cause Dismissal, death, Permanent Disability or Retirement,
the Recipient&#146;s Stock Options, whether or not vested, will expire and become unexercisable as of
the earlier of: (A)&nbsp;the date such Stock Options would expire in accordance with their terms had
the Recipient remained employed; and (B)&nbsp;180&nbsp;days after the date of termination of employment or
service.


<P align="left" style="font-size: 11pt; text-indent: 15%">(B)&nbsp;death or Permanent Disability or Retirement, the Recipient&#146;s unexercised Awards will,
whether or not vested, expire and become unexercisable as of the earlier of: (A)&nbsp;the date such
Awards would expire in accordance with their terms had the Recipient remained employed; and (B)&nbsp;365
days after the date of termination of employment or service.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>6.2</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Dividend Equivalents.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">The Administrator may grant Dividend Equivalents to any Recipient who has received an Award.
Dividend Equivalents may be paid in cash, Common Stock or other Awards; the amount of Dividend
Equivalents paid other than in cash will be determined by the Administrator by application of such
formula as the Administrator may deem appropriate to translate the cash value of dividends paid to
the alternative form of payment of the Dividend Equivalent. Dividend Equivalents will be computed
as of each dividend record date and will be payable to recipients thereof at such time as the
Administrator may determine. However, if it is intended that an Award qualify as Performance-Based
Compensation, and the amount of compensation the Eligible Person could receive under the Award is
based solely on an increase in value of the underlying stock after the date of the grant or Award,
then the payment of any Dividend Equivalents related to the Award shall not be made contingent on
the exercise of the Award.


<P align="center" style="font-size: 11pt"><B>ARTICLE VII</B>



<P align="center" style="font-size: 11pt"><B>CHANGE IN CONTROL</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right"><B>7.1</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B>Provision for Awards Upon Change in Control.</B></TD>
    <TD width="4%" style="background: transparent">&nbsp;</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt; text-indent: 4%">As of the effective time and date of any Change in Control, this Plan and any then outstanding
Awards (whether or not vested) will automatically terminate unless: (a)&nbsp;provision is made in
writing in connection with such transaction for the continuance of this Plan and for the assumption
of such Awards, or for the substitution for such Awards of new awards covering the securities of a
successor entity or an affiliate thereof, with appropriate adjustments as to the number and kind of
securities and exercise prices or other measurement criteria, in which event this Plan and such
outstanding Awards will continue or be replaced, as the case may be, in the manner and under the
terms so provided; or (b)&nbsp;the Board otherwise provides in writing for such adjustments as it deems
appropriate in the terms and conditions of the then-outstanding Awards (whether or not vested),
including, without limitation, (i)&nbsp;accelerating the vesting of outstanding Awards, and/or (ii)
providing for the cancellation of Awards and their automatic conversion into the right to receive
the securities, cash or other consideration that a holder of the shares underlying such Awards
would have been entitled to receive upon consummation of such Change in Control had such shares
been issued and outstanding immediately prior to the effective date and time of the Change in
Control (net of the appropriate option exercise prices). If, pursuant to the foregoing provisions
of this <U>Section&nbsp;7.1</U>, this Plan and the Awards terminate by reason of the occurrence of a
Change in Control without provision for any of the action(s) described in clause (a)&nbsp;or (b)&nbsp;hereof,
then subject to <U>Sections&nbsp;5.12</U> and <U>5.15</U>, any Recipient holding outstanding Awards
will have the right, at such time prior to the consummation of the Change in Control as the Board
designates, to exercise or receive the full benefit of the Recipient&#146;s Awards to the full extent
not theretofore exercised, including any installments which have not yet become vested.


<P align="center" style="font-size: 11pt"><B>ARTICLE VIII</B>



<P align="center" style="font-size: 11pt"><B>DEFINITIONS</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">Capitalized terms used in this Plan and not otherwise defined have the meanings set forth
below:


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Administrator&#148; </I></B>means the Board as long as no Committee has been appointed and is in effect
and also means the Committee to the extent that the Board has delegated authority thereto.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Affiliated Entity&#148; </I></B>means any Parent Corporation of the Company or Subsidiary Corporation of
the Company or any other entity controlling, controlled by, or under common control with the
Company.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Applicable Dividend Period&#148; </I></B>means (i)&nbsp;the period between the date a Dividend Equivalent is
granted and the date the related Award is exercised, terminates, or is converted to Common Stock,
or (ii)&nbsp;such other time as the Administrator may specify in the written instrument evidencing the
grant of the Dividend Equivalent.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Award&#148; </I></B>means any Stock Option or Dividend Equivalent granted or sold to an Eligible Person
under this Plan.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Award Document&#148; </I></B>means the agreement or confirming memorandum setting forth the terms and
conditions of an Award.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Board&#148; </I></B>means the Board of Directors of the Company.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Change in Control&#148; </I></B>means the following and shall be deemed to occur if any of the following
events occurs:



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(i)&nbsp;Any Person becomes the beneficial owner (within the meaning of



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">Rule&nbsp;13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of
either the then outstanding shares of Common Stock or the combined voting power of the
Company&#146;s then outstanding securities entitled to vote generally in the election of
directors; or



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(ii)&nbsp;Individuals who, as of the effective date hereof, constitute the Board (the
&#147;<B>Incumbent Board</B>&#148;) cease for any reason to constitute at least a majority of the Board,
provided that any individual who becomes a director after the effective date hereof whose
election, or nomination for election by the Company&#146;s stockholders, is approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall be considered
to be a member of the Incumbent Board unless that individual was nominated or elected by any
person, entity or group (as defined above) having the power to exercise, through beneficial
ownership, voting agreement and/or proxy, forty percent (40%) or more of either the
outstanding shares of Common Stock or the combined voting power of the Company&#146;s then
outstanding voting securities entitled to vote generally in the election of directors, in
which case that individual shall not be considered to be a member of the Incumbent Board
unless such individual&#146;s election or nomination for election by the Company&#146;s stockholders
is approved by a vote of at least two-thirds of the directors then comprising the Incumbent
Board; or



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(iii)&nbsp;Consummation by the Company of the sale or other disposition by the Company of
all or substantially all of the Company&#146;s assets or a Reorganization of the Company with any
other person, corporation or other entity, other than



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 8%">(A)&nbsp;a Reorganization that would result in the voting securities of the Company
outstanding immediately prior thereto (or, in the case of a Reorganization that is preceded
or accomplished by an acquisition or series of related acquisitions by any Person, by tender
or exchange offer or otherwise, of voting securities representing 5% or more of the combined
voting power of all securities of the Company, immediately prior to such acquisition or the
first acquisition in such series of acquisitions) continuing to represent, either by
remaining outstanding or by being converted into voting securities of another entity, more
than 50% of the combined voting power of the voting securities of the Company or such other
entity outstanding immediately after such Reorganization (or series of related transactions
involving such a Reorganization), or



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 8%">(B)&nbsp;a Reorganization effected to implement a recapitalization or reincorporation of the
Company (or similar transaction) that does not result in a material change in beneficial
ownership of the voting securities of the Company or its successor; or



<P align="left" style="margin-left:4%; font-size: 11pt; text-indent: 4%">(iv)&nbsp;Approval by the stockholders of the Company or an order by a court of competent
jurisdiction of a plan of liquidation of the Company.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Committee&#148; </I></B>means any committee appointed by the Board to administer this Plan pursuant to
<U>Section&nbsp;4.1</U>.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Common Stock&#148; </I></B>means the common stock of the Company, as constituted on the Effective Date,
and as thereafter adjusted under <U>Section&nbsp;3.4</U>.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Company&#148; </I></B>means Ashworth, Inc., a Delaware corporation.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Dividend Equivalent&#148; </I></B>means a right granted by the Company under <U>Section&nbsp;6.2</U> to a
holder of an Award denominated in shares of Common Stock to receive from the Company during the
Applicable Dividend Period payments equivalent to the amount of dividends payable to holders of the
number of shares of Common Stock underlying such Award.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Effective Date&#148; </I></B>means October&nbsp;24, 2007, which is the date this Plan was adopted by the Board.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Eligible Person&#148; </I></B>means a person not previously an employee or director of the Company or any
Affiliated Entity, or who has experienced a <I>bona-fide </I>period of non-employment with the Company and
its Affiliated Entities, within the meaning of Nasdaq Marketplace Rule&nbsp;4350(i)(1)(A)(iv).


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Exchange Act&#148; </I></B>means the Securities Exchange Act of 1934, as amended.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Expiration Date&#148; </I></B>means the tenth (10th) anniversary of the Effective Date.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Fair Market Value&#148; </I></B>of a share of the Company&#146;s capital stock as of a particular date means:
(i)&nbsp;if the stock is listed on an established stock exchange or exchanges (including for this
purpose, the Nasdaq National Market), the arithmetic mean of the highest and lowest sale prices of
the stock for the trading day immediately preceding such date on the primary exchange upon which
the stock trades, as measured by volume, as published in <I>The Wall Street Journal</I>, or, if no sale
price was quoted for such date, then as of the next preceding date on which such a sale price was
quoted; or (ii)&nbsp;if the stock is not then listed on an exchange or the Nasdaq National Market, the
average of the closing bid and asked prices per share for the stock in the over-the-counter market
on such date (in the case of (i)&nbsp;or (ii), subject to adjustment as and if necessary and appropriate
to set an exercise price not less than 100% of the fair market value of the stock on the date an
Award is granted); or (iii)&nbsp;if the stock is not then listed on an exchange or quoted in the
over-the-counter market, an amount determined in good faith by the Administrator, <I>provided,
however, </I>that (A)&nbsp;when appropriate, the Administrator in determining Fair Market Value of capital
stock of the Company may take into account such other factors as it may deem appropriate under the
circumstances, and (B)&nbsp;if the stock is traded on the Nasdaq SmallCap Market and both sales prices
and bid and asked prices are quoted or available, the Administrator may elect to determine Fair
Market Value under either clause (i)&nbsp;or (ii)&nbsp;above. The Fair Market Value of rights or property
other than capital stock of the Company means the fair market value thereof as determined by the
Administrator on the basis of such factors as it may deem appropriate.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Incentive Stock Option&#148; </I></B>means a Stock Option that qualifies as an incentive stock option
under Section&nbsp;422 of the IRC.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;IRC&#148; </I></B>means the Internal Revenue Code of 1986, as amended.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Just Cause Dismissal&#148; </I></B>means a termination of a Recipient&#146;s employment for any of the
following reasons: (i)&nbsp;the Recipient violates any reasonable rule or regulation of the Board, the
Company&#146;s President or Chief Executive Officer or the Recipient&#146;s superiors that results in damage
to the Company or any Affiliated Entity or which, after written notice to do so, the Recipient
fails to correct within a reasonable time not exceeding 15&nbsp;days; (ii)&nbsp;any willful misconduct or
gross negligence by the Recipient in the responsibilities assigned to the Recipient; (iii)&nbsp;any
willful failure to perform the Recipient&#146;s job as required to meet the objectives of the Company or
any Affiliated Entity; (iv)&nbsp;any wrongful conduct of a Recipient which has an adverse impact on the
Company or any Affiliated Entity or which constitutes a misappropriation of assets of the Company
or any Affiliated Entity; (v)&nbsp;the Recipient does any of the things described in <U>Section
5.15</U>; or (vi)&nbsp;any other conduct that the Administrator reasonably determines constitutes Just
Cause for Dismissal; <I>provided, however, </I>that if a Recipient is party to an employment agreement
with the Company or any Affiliated Entity providing for just cause dismissal (or some comparable
concept) of Recipient from Recipient&#146;s employment with the Company or any Affiliated Entity, &#147;Just
Cause Dismissal&#148; for purposes of this Plan will have the same meaning as ascribed thereto or to
such comparable concept in such employment agreement.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Nonqualified Stock Option&#148; </I></B>means a Stock Option that is not an Incentive Stock Option.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Parent Corporation&#148; </I></B>means any Parent Corporation as defined in Section&nbsp;424(e) of the IRC.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Performance-Based Compensation&#148; </I></B>means performance-based compensation as described in Section
162(m) of the IRC. If the amount of compensation an Eligible Person will receive under any Award
is not based solely on an increase in the value of Common Stock after the date of grant or award,
the Administrator, in order to qualify an Award as performance-based compensation under Section
162(m) of the IRC, can condition the grant, award, vesting, or exercisability of such an Award on
the attainment of a preestablished, objective performance goal. For this purpose, a
preestablished, objective performance goal may include one or more of the following performance
criteria: (a)&nbsp;cash flow,


<P align="left" style="font-size: 11pt; text-indent: 4%">(b)&nbsp;earnings per share (including earnings before interest, taxes, and amortization), (c)
return on equity, (d)&nbsp;total Shareholder return, (e)&nbsp;return on capital, (f)&nbsp;return on assets or net
assets, (g)&nbsp;income or net income, (h)&nbsp;operating income or net operating income, (i)&nbsp;operating
margin, (j)&nbsp;return on operating revenue, and (k)&nbsp;any other similar performance criteria.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Permanent Disability&#148; </I></B>means that the Recipient becomes physically or mentally incapacitated
or disabled so that the Recipient is unable to perform substantially the same services as the
Recipient performed prior to incurring such incapacity or disability (the Company, at its option
and expense, being entitled to retain a physician to confirm the existence of such incapacity or
disability, and the determination of such physician to be binding upon the Company and the
Recipient), and such incapacity or disability continues for a period of three (3)&nbsp;consecutive
months or six (6)&nbsp;months in any 12-month period or such other period(s) as may be determined by the
Administrator with respect to any Award.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Person&#148; </I></B>means any person, entity or group, within the meaning of Section&nbsp;13(d) or 14(d) of
the Exchange Act, but excluding (i)&nbsp;the Company and its subsidiaries, (ii)&nbsp;any employee stock
ownership or other employee benefit plan maintained by the Company and (iii)&nbsp;an underwriter or
underwriting syndicate that has acquired the Company&#146;s securities solely in connection with a
public offering thereof.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Plan&#148; </I></B>means this 2007 Nonstatutory Stock Option Plan of the Company.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Plan Term&#148; </I></B>means the period during which this Plan remains in effect (commencing the
Effective Date and ending on the Expiration Date).


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Recipient&#148; </I></B>means a person who has received an Award.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Reorganization&#148; </I></B>means any merger, consolidation or other reorganization.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Retirement&#148; </I></B>of a Recipient means the Recipient&#146;s resignation from the Company or any
Affiliated Entity after reaching age 60 and at least five years of full-time employment by the
Company or any Affiliated Entity, without any circumstances that would justify a Just Cause
Dismissal of the Recipient.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Securities Act&#148; </I></B>means the Securities Act of 1933, as amended.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Significant Stockholder&#148; </I></B>is an individual who, at the time a Stock Option is granted to such
individual under this Plan, owns more than ten percent (10%) of the combined voting power of all
classes of stock of the Company or of any Parent Corporation or Subsidiary Corporation (after
application of the attribution rules set forth in Section&nbsp;424(d) of the IRC).


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Stock Option&#148; </I></B>means a right to purchase stock of the Company granted under <U>Section
6.1</U> of this Plan.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B><I>&#147;Subsidiary Corporation&#148; </I></B>means any Subsidiary Corporation as defined in Section&nbsp;424(f) of the
IRC.


<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->


<P align="center" style="font-size: 11pt"><B>EXHIBIT A</B>



<P align="center" style="font-size: 11pt"><B>to Ashworth, Inc.</B>



<P align="center" style="font-size: 11pt"><B>2007 Nonstatutory Stock Option Plan</B>



<P align="left" style="font-size: 11pt"><B>NOTICE OF EXERCISE</B>


<P align="left" style="font-size: 11pt">Ashworth, Inc.


<P align="left" style="font-size: 11pt"><B>Re: Stock Option</B>


<P align="left" style="font-size: 11pt; text-indent: 4%">Notice is hereby given that I elect to purchase the number of shares (the &#147;<B>Shares</B>&#148;) set forth
below pursuant to the stock option referenced below at the exercise price applicable thereto:

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="64%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Option Grant Date:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">______________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Total Number of Shares</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Underlying Original Option:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">______________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Number of Shares for which</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Option has been previously</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">exercised:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">______________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Exercise Price Per Share:</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">______________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Number of Shares Being</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Acquired With This Exercise:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">______________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR style="font-size: 1px">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" style="border-top: 1px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 8%"><FONT style="font-size: 11pt">A check in the amount of the aggregate price of the shares being purchased is attached.
</FONT>

<P align="left" style="font-size: 11pt; text-indent: 8%">I hereby confirm that such shares are being acquired by me for my own account for investment
purposes, and not with a view to, or for resale in connection with, any distribution thereof. I
will not sell or dispose of my Shares in violation of the Securities Act of 1933, as amended, or
any applicable federal or state securities laws. Further, I understand that the exemption from
taxable income at the time of exercise is dependent upon my holding such stock for a period of at
least one year from the date of exercise and two years from the date of grant of the Option.


<P align="left" style="font-size: 11pt; text-indent: 8%">I understand that the certificate representing the Shares will bear a restrictive legend
within the contemplation of the Securities Act and as required by such other state or federal law
or regulation applicable to the issuance or delivery of the Shares.


<P align="left" style="font-size: 11pt; text-indent: 8%">I agree to provide to the Company such additional documents or information as may be required
pursuant to the Company&#146;s 2007 Nonstatutory Stock Option Plan.


<P align="left" style="font-size: 11pt; text-indent: 27%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 11pt; text-indent: 27%">(signature)


<P align="left" style="font-size: 11pt; text-indent: 27%"><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>


<P align="left" style="font-size: 11pt; text-indent: 27%">(name of Optionee)


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="center" style="font-size: 11pt"><B>ASHWORTH, INC.</B>



<P align="center" style="font-size: 11pt"><B>NOTICE OF OPTION GRANT</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">This Notice of Option Grant will confirm that as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, Ashworth, Inc. (the
&#147;Company&#148;) granted a stock option to you pursuant to the Company&#146;s 2007 Nonstatutory Stock Option
Plan (the &#147;Plan&#148;) upon the following terms and conditions:

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="22%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Option Grant Date:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">_________________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Type of Option:</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left"><FONT style="font-size: 10pt">Nonqualified<BR></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Maximum Number of</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Shares of Common</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Stock Issuable Upon</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Exercise of Option:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">_________________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Exercise Price:</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center"><FONT style="font-size: 10pt"> $_____ per share</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Vesting Schedule:</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Expiration Date:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">_________________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%"><FONT style="font-size: 11pt">In addition to the terms described herein, this award is subject to the terms and
conditions of the Plan, a copy of which is attached hereto and incorporated herein by reference.
</FONT>

<P align="left" style="font-size: 11pt; text-indent: 4%">SALE, TRANSFER OR HYPOTHECATION OF THE OPTION REFERRED TO ABOVE AND SHARES ISSUABLE UNDER THIS
OPTION ARE SUBJECT TO RESTRICTIONS UNDER THE PLAN AND APPLICABLE LAW.



<P align="left" style="margin-left:23%; font-size: 11pt">ASHWORTH, INC.



<P align="left" style="margin-left:23%; font-size: 11pt">By:<BR>
Name:<BR>
Title:<BR>


<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->


<P align="center" style="font-size: 11pt"><B>ASHWORTH, INC.</B>



<P align="center" style="font-size: 11pt"><B>2007 NONSTATUTORY STOCK OPTION PLAN</B>



<P align="center" style="font-size: 11pt"><B>STOCK OPTION AGREEMENT</B>



<P align="left" style="font-size: 11pt; text-indent: 4%">THIS STOCK OPTION AGREEMENT (this &#147;<B>Agreement</B>&#148;) is made effective as of the Option Grant Date
set forth below, by and between Ashworth, Inc., a Delaware corporation (the &#147;<B>Company</B>&#148;), and
<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>(&#147;<B>Optionee</B>&#148;). Terms not otherwise defined in this Agreement shall have
the meanings ascribed to them in the Company&#146;s 2007 Nonstatutory Stock Option Plan (the &#147;<B>Plan</B>&#148;).
The parties agree as follows:


<P align="left" style="font-size: 11pt; text-indent: 4%"><B>1.&nbsp;</B><U><B>Governing Plan</B></U>. Optionee has received a copy of the Plan. This Agreement is
subject in all respects to the applicable provisions of the Plan, which are incorporated herein by
reference. In the case of any conflict between the provisions of the Plan and this Agreement, the
provisions of the Plan shall control.


<P align="left" style="font-size: 11pt; text-indent: 4%"><B>2.&nbsp;</B><U><B>Grant of Option</B></U>. The Company hereby grants to Optionee a stock option (the
"<B>Option</B>&#148;) to purchase shares of the Company&#146;s Common Stock upon the following terms and conditions:

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="58%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Option Grant Date:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">_________________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Type of Option:</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left"><FONT style="font-size: 10pt">Nonqualified<BR></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Maximum Number of Shares of</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock Issuable</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Upon Exercise of Option:</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right"><FONT style="font-size: 10pt"></FONT></TD>
    <TD align="right"><FONT style="font-size: 10pt">_________________</FONT></TD>
    <TD><FONT style="font-size: 10pt"></FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Purchase Price Per Share:</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center"><FONT style="font-size: 10pt"> $_____ per share</FONT></TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT style="font-size: 11pt">Vesting Schedule:</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 11pt; text-indent: 4%"><B>3.&nbsp;</B><U><B>Governing Law</B></U>. This Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the internal laws, and not the laws pertaining to
conflicts or choice of laws, of the State of Delaware applicable to agreements made or to be
performed wholly within the State of Delaware.


<P align="left" style="font-size: 11pt; text-indent: 4%">IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement effective as of the
Option Grant Date.

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="55%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Company:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Optionee:</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><BR></TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Its:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Name:</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">4


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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>exhibit3.htm
<DESCRIPTION>EX-10.3
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<TITLE> EX-10.3 </TITLE>
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<BODY style="font-family: 'Times New Roman',Times,serif">


<P align="right" style="font-size: 10pt"><FONT style="font-size: 11pt">Exhibit&nbsp;10.3</FONT>



<P align="left" style="font-size: 11pt">October&nbsp;24, 2007


<P align="left" style="font-size: 11pt">Mr.&nbsp;Greg W. Slack
<BR>
c/o Ashworth, Inc.
<BR>
2765 Loker Avenue West
<BR>
Carlsbad, CA 92010


<P align="left" style="font-size: 11pt">Re: Employment at Ashworth, Inc.


<P align="left" style="font-size: 11pt">Dear Mr.&nbsp;Slack:


<P align="left" style="font-size: 11pt">In accordance with our recent discussions, we are pleased to confirm our offer to you of a position
with Ashworth, Inc. (the &#147;Company&#148;) upon the following terms and conditions:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Position; Reporting; Commencement</U>: The position and title shall be Chief Financial
Officer and you shall report to the Chief Executive Officer. You shall commence employment
effective October&nbsp;24, 2007. You will be required to observe the Company&#146;s personnel and
business policies and procedures. In the event of any conflict, the terms of this letter will
control.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Base Salary; Bonus; Reviews</U>: You will receive a salary of $225,000 per annum and be
eligible for up to a 50% target bonus per annum with bonus payment subject to the Board of
Directors&#146; discretion and in accordance with any applicable Bonus Plan, less applicable
withholding and deductions. Salary is payable every other Friday. Employees are given annual
performance reviews in or about May of each year which are a part of the bases for evaluating
annual salary adjustments. You will not be entitled to receive a bonus for the 2007 Fiscal
year.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Business Expenses; Automobile Allowance; Clothing Allowance</U>: You will receive
reimbursement for normal, ordinary and reasonable business expenses upon your submission of
receipts substantiating the expenses claimed in accordance with Company policy. You will
receive a Clothing Allowance in accordance with Company policy. You will be entitled to an
automobile expense allowance of seven hundred and fifty dollars ($750.00) per month to defray
the cost of business automobile expense.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Stock Options</U>: You have the opportunity, subject to the Board of Directors&#146;
discretion, to receive stock options during the next annual review process.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Savings Plan:</U> You will be eligible to participate in the Company&#146;s 401(k) Plan at
the first entry date following the completion of three months continuous employment with the
Company.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Insurance Benefits</U>: The Company will provide you with coverage under its group
medical, dental and life insurance policies as more specifically described in the group
insurance materials which will be provided to you upon your commencement of employment. The
cost of the medical and dental coverage will be shared between you and the Company, depending
on your plan and coverage elections. In addition, you will be eligible for Ashworth&#146;s
Exec-U-Care health benefits. This benefit reimburses you and your eligible dependents for
medical expenses not covered by your group major health plan or by any other group health
plan. The Company reserves the right to change, modify or eliminate such benefits or
coverages in its discretion.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Severance</U>: If you are terminated by the Company without Cause, and if you deliver
and do not revoke a fully executed release and waiver of all claims against the Company in the
form attached hereto as Exhibit&nbsp;A (the &#147;Release Agreement&#148;), then, upon expiration of any
applicable revocation period contained in the Release Agreement, the Company agrees to pay you
a lump sum as follows:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If such termination occurs on or prior to your one year anniversary of
employment with the Company, then the lump sum severance payment shall equal fifty
percent (50%) of your then-current annual base salary.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If such termination occurs after your one-year anniversary of employment with
the Company, then the lump sum severance payment shall equal one hundred percent (100%)
of your then-current annual base salary.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:4%; font-size: 11pt">The foregoing lump sum severance payment shall constitute the entirety of the Company&#146;s
severance obligations.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Confidentiality; Use of Licensed Software; Solicitation of Customers and Employees;
Return of Property; Termination</U>: You acknowledge that, in the course of your employment
with the Company, you will have access to confidential information concerning the organization
and functioning of the business of the Company, and that such information is a valuable trade
secret and the sole property of the Company. Accordingly, except as required by law, legal
process, or in connection with your employment duties or any litigation between the parties
hereto with respect to matters arising out of this agreement, you agree that you will not, at
any time during your employment with the Company or after such employment, whether such
employment is terminated as a result of your resignation or discharge, disclose or furnish any
such information to any person other than an officer or director of the Company, and you will
make no use of any such information for your personal benefit.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:4%; font-size: 11pt">The Company licenses the use of computer software from a variety of outside companies and,
unless authorized by the software developer, does not have the right to reproduce it. You
may use software only in accordance with the license agreement, whether on local area
networks or on multiple machines.



<P align="left" style="margin-left:4%; font-size: 11pt">You agree that for a period of two years from the date of voluntary or involuntary
termination of employment, you will not directly or indirectly (a)&nbsp;solicit, induce, or
attempt to influence any person or business that is an account, customer or client of the
Company to restrict or cancel the business of any such account, customer or client with the
Company, or (b)&nbsp;solicit on your behalf, or on behalf of a third party, any then-current
employee or sales representative of the Company or its affiliates, to leave his or her
employment with or sales representation of the Company or its affiliates; <U>provided</U>,
<U>however</U>, that nothing herein shall be deemed to prohibit a general employment
solicitation directed at the public.



<P align="left" style="margin-left:4%; font-size: 11pt">You further agree that in the event of such termination, whether voluntary or involuntary,
you will not remove from the offices of the Company any personal property that does not
rightfully and legally belong to you and that you will return on the date of your said
termination, to an authorized representative of the Company, any and all property belonging
to the Company, including all copies of confidential information. You also agree that you
will provide passwords on request for personal computer files.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">9.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>At-Will Employment</U>. You understand and agree that you are being employed for an
unspecified term and that this is an &#147;at-will&#148; employment relationship. This means that
either you or the Company may terminate your employment at will at any time with or without
Cause or notice. This at-will aspect of your employment, which includes the right of the
Company to transfer, discipline, demote and/or reassign, may not be modified, amended or
rescinded except by an individual written agreement signed by both you and the Company&#146;s Chief
Executive Officer or Chairman of the Board. This letter sets forth the entire agreement
between the parties and there are no prior or contemporaneous representations, promises or
conditions, whether oral or written, to the contrary.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">10.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Definition of &#147;Cause</U>.&#148; For the purpose of this agreement, &#147;Cause&#148; shall mean:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Willful and deliberate refusal to comply with a lawful instruction of the Board
of Directors or of the Chief Executive Officer, which refusal is not remedied by you
within a reasonable period of time after receipt of written notice from the Company
identifying the refusal, so long as the instruction is consistent with the scope and
responsibilities of your position;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Your act or acts of personal dishonesty;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Your conviction of a felony;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Your violation of the Company&#146;s policies and/or code of conduct;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Your violation of any confidentiality or non-competition agreement with the
Company or any affiliate of the Company; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 11pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The willful engaging by you in misconduct which is injurious to the Company.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 11pt">This offer of employment is contingent upon the satisfactory completion of a background check,
verifying that the information provided by you on your application and resume is accurate and
correct. The Company reserves the right to withdraw an offer of employment, or to terminate
employment, at any time based on information arising from the background check.


<P align="left" style="font-size: 11pt">If you are in agreement with the terms of this letter, please sign and return one copy to the Human
Resource Department and retain one copy for your files to effect the commencement of your
employment. If you have any questions, please contact me at your earliest convenience.


<P align="left" style="font-size: 11pt">Sincerely,


<P align="left" style="font-size: 11pt">ASHWORTH, INC.


<P align="left" style="font-size: 11pt"><U>/s/ David M. Meyer</U>
<BR>
David M. Meyer
<BR>
Chairman of the Board


<P align="left" style="font-size: 11pt">ACCEPTED AND AGREED TO THIS
<BR>
24TH DAY OF OCTOBER, 2007


<P align="left" style="font-size: 11pt"><U>/s/Greg W. Slack</U>
<BR>
Greg W. Slack


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="center" style="font-size: 11pt">EXHIBIT A &#150; <U>RELEASE AGREEMENT</U>



<P align="left" style="font-size: 11pt; text-indent: 4%">I, Greg W. Slack, hereby enter into this Release Agreement (this &#147;Agreement&#148;), pursuant to
Paragraph&nbsp;7 of the letter agreement, dated October&nbsp;24, 2007, with Ashworth, Inc., a Delaware
corporation (the &#147;Company&#148;), in consideration for which the Company shall make the severance
payment as described in the letter agreement (the &#147;Employment Agreement&#148;).


<P align="left" style="font-size: 11pt; text-indent: 4%">1.&nbsp;The date of my employment termination is <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, and I have received a final
paycheck for all wages due, including all accrued vacation, through that date. Other than the
severance payment as described in my Employment Agreement, the foregoing payments are the only
amounts which I am entitled to receive from the Company, and I hereby waive all other payments or
claims for payments.


<P align="left" style="font-size: 11pt; text-indent: 4%">2.&nbsp;As consideration for the severance payment as described in my Employment Agreement, I
hereby release the Company, its successors, affiliates, directors, employees and agents from any
and all claims or lawsuits (including but not limited to any and all claims or demands relating to
salary, wages, bonuses, commissions, stock, stock options, vacation pay, fringe benefits, expense
reimbursements, any and all tort claims, contract claims (express or implied), wrongful termination
claims, public policy claims, whistleblower claims, implied covenant of good faith and fair dealing
claims, retaliation claims, personal injury claims, emotional distress claims, invasion of privacy
claims, defamation claims, fraud claims, attorneys&#146; fees claims, all claims arising under any
federal, state or other governmental statue, law, regulation or ordinance including, but not
limited to, Title&nbsp;VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities
Act, the Family and Medical Leave Act, the California Fair Employment &#038; Housing Act, the California
Labor Code, the Age Discrimination in Employment Act of 1967 (&#147;ADEA&#148;), the Older Workers&#146; Benefit
Protection Act (&#147;OWBPA&#148;)) which I may have based either on my employment, my termination, or any
other event occurring prior to the date of this Agreement. This Release is intended to settle any
and all claims that I may have against the Company. Accordingly, I waive any and all rights
conferred under Section&nbsp;1542 of the California Civil Code, which provides: <B>&#147;A general release does
not extend to claims which the creditor does not know or suspect to exist in his favor at the time
of executing the release which if known by him must have materially affected his settlement with
the debtor.&#148;</B>


<P align="left" style="font-size: 11pt; text-indent: 4%">3.&nbsp;The foregoing release shall not serve as a waiver of my rights to (a)&nbsp;vested benefits such
as 401(K), (b)&nbsp;workers compensation or unemployment benefits, (c)&nbsp;statutorily-required
indemnification under California Labor Code Section&nbsp;2802, (d)&nbsp;the right to file a complaint or
charge with the Equal Employment Opportunity Commission, or (e)&nbsp;any other benefits, rights or
claims that cannot be released as a matter of law.


<P align="left" style="font-size: 11pt; text-indent: 4%">4.&nbsp;I acknowledge and understand my continuing obligation (a)&nbsp;to maintain the confidentiality
of the Company&#146;s trade secrets, confidential and proprietary information and (b)&nbsp;not to solicit
customers, employees or sales representatives of the Company and its affiliates, as set forth in
Paragraph&nbsp;8 of my Employment Agreement. I also warrant and represent that I have returned all
Company materials as required in Paragraph&nbsp;8 of my Employment Agreement.


<P align="left" style="font-size: 11pt; text-indent: 4%">5.&nbsp;I acknowledge that I fully understand my right to discuss this Agreement with an attorney,
and I have carefully read and fully understand this entire Agreement, and I am entering into this
Agreement voluntarily.


<P align="left" style="font-size: 11pt; text-indent: 4%">6.&nbsp;I understand that I shall have twenty-one (21)&nbsp;days from the date of receipt of this
Agreement to consider this Agreement, I shall have seven (7)&nbsp;days following the signing of this
Agreement to revoke it in writing, and this Agreement shall not be effective or enforceable until
this revocation period has expired.

<DIV align="center">
<TABLE style="font-size: 11pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="64%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">GREG W. SLACK<BR>
By:</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 11pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">ASHWORTH, INC.<BR>
By:</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Title:</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
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<P align="center" style="font-size: 10pt; display: none">3


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<DESCRIPTION>EX-10.4
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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;10.4</FONT>



<P align="center" style="font-size: 12pt"><B>SEPARATION AND GENERAL RELEASE AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">This SEPARATION AND GENERAL RELEASE AGREEMENT (this &#147;Agreement&#148;), dated as of October&nbsp;24, 2007
(the &#147;Effective Date&#148;), is entered into by and between Ashworth, Inc., a Delaware corporation (the
&#147;Company&#148;), and Peter M. Weil (&#147;Weil&#148;).


<P align="center" style="font-size: 12pt"><U><B>RECITALS</B></U>



<P align="left" style="font-size: 12pt; text-indent: 4%">A.&nbsp;Weil currently serves as the Company&#146;s Chief Executive Officer and a Director of the
Company. Pursuant to this Agreement, Weil&#146;s employment by the Company will end, and Weil will
resign as a Director of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">B.&nbsp;The Company desires to engage Weil to provide consulting services to the Company pursuant
to this Agreement and Weil desires to provide such consulting services to the Company pursuant to
this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">C.&nbsp;The Company and Weil desire to enter into an agreement setting forth various terms and
conditions in connection with the ending of Weil&#146;s employment with the Company.


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



<P align="left" style="font-size: 12pt; text-indent: 4%">NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this
Agreement and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Resignation</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Consistent with the Resignation (in the form attached hereto as <U>Exhibit&nbsp;A</U>) that Weil
has executed and delivered concurrently with this Agreement, the term of Weil&#146;s employment with the
Company and tenure on the Company&#146;s Board of Directors is hereby terminated. Weil shall not
receive a bonus for fiscal year 2007, but will be paid for all accrued and unused vacation as of
the Effective Date. The Company shall also reimburse Weil for all reasonable business expenses
incurred on or before the Effective Date that are reimbursable in accordance with Company policy
within 30&nbsp;days after Weil&#146;s submission of a properly documented request for the same.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Consulting Services</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">After the Effective Date, on reasonable notice and subject to Weil&#146;s availability, Weil shall
provide such consulting services as are reasonably requested by the Company and that are
commensurate with his prior position with the Company (the &#147;Consulting Services&#148;). The Consulting
Services shall include Weil remaining available to work on designated projects and assignments for
up to 10&nbsp;days during the 90&nbsp;days following the Effective Date. In providing the Consulting
Services, Weil shall report to the Chief Executive Officer of the Company and/or such individual or
individuals as the Chairman of the Board of Directors shall designate. Weil shall not be entitled
to any compensation for the consulting services beyond the payments, if any, pursuant to
<U>Section&nbsp;3</U>. In providing the Consulting Services, Weil expressly agrees that he is an
independent contractor and shall not be considered to be an employee or agent of the Company in any
matter under any circumstances or for any purposes whatsoever. The Company shall not provide Weil
with any benefits, including pension, retirement, or any kind of insurance benefits, including
workers&#146; compensation insurance, on account of the Consulting Services; <U>provided</U>,
<U>however</U>, that the Company will reimburse Weil for all out-of-pocket expenses reasonably
incurred (and consistent with Company policies for its executives) in connection with such
consulting services.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Severance</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Provided that Weil signs and delivers to the Company concurrently with this Agreement (and
thereafter does not revoke) a Release of Claims in the form set forth on <U>Exhibit&nbsp;B</U> hereto,
Weil shall be entitled to receive the severance payment set forth in Section&nbsp;9 of his employment
agreement with the Company dated November&nbsp;27, 2006 (the &#147;Employment Agreement&#148;), which aggregate
severance payment of $400,000 shall be paid as follows: $100,000 on January&nbsp;2, 2008, with the
balance of $300,000 paid in 19 equal semi-monthly installments on the 15th and last day of every
month. Applicable tax witholdings shall be made in accordance with law.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Cooperation; Covenants</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;If requested as part of the Consulting Services, Weil will cooperate and assist the
Company in any and all ongoing matters and in transitioning his duties, and Weil shall use his best
efforts to transition his duties and responsibilities to such individual or individuals as the
Chairman of the Company&#146;s Board of Directors shall designate.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Weil hereby reaffirms his obligation to adhere to the confidentiality provisions of the
Employment Agreement. Weil agrees and acknowledges that said confidentiality provisions will
remain in effect during his consulting assignment and thereafter.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;On the Effective Date, Weil shall return to the Company all of the Company&#146;s property,
documents, books, records, reports, contracts, lists, computer disks (or other computer-generated
files or data) or copies thereof created on any medium, prepared or obtained by him in the course
of or incident to Weil&#146;s employment with the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Upon the termination of his consulting assignment, Weil agrees to return to the Company
all of the Company&#146;s property, documents, books, records, reports, contracts, lists, computer disks
(or other computer-generated files or data) or copies thereof created on any medium, prepared or
obtained by him in the course of or incident to the provision of the Consulting Services.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Weil agrees that during the period of his consulting and until and for a period of one
year following the Effective Date, he will not, directly or indirectly, provide services, whether
as an employee, consultant, director, independent contractor, agent, owner or partner, to any
person, company or division that, as its primary business, designs and produces headwear or
golf-inspired apparel (such as Cutter &#038; Buck, Adidas Golf, Nike Golf, Fidra, Greg Norman, Perry
Ellis Golf, Fairway and Greene, UnderArmour Golf, Sport Haley, E.P. Pro, Gear Golf, Tahama Legends
Golf, Antigua, Ben Hogan Apparel, Fila Golf, Oxford Gold, Ahead, Imperial, Pukka Headwear and
Titleist); <U>provided</U>, <U>however</U>, that Weil&#146;s passive investment of up to five percent
(5%) of the outstanding voting securities or similar equity interest in a publicly held entity
shall not be deemed a breach of this Agreement. The parties intend this provision to be
enforceable under the &#147;inevitable disclosure&#148; doctrine given Weil&#146;s knowledge of the Company&#146;s
future plans.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;Weil hereby agrees that, until and for a period of two years following the Effective Date,
he will not directly or indirectly (a)&nbsp;solicit, induce, or attempt to influence any person or
business that is an account, customer or client of the Company or any subsidiary to restrict or
cancel the business of any such account, customer or client with the Company or any subsidiary, or
(b)&nbsp;solicit on his behalf, or on behalf of a third party, any then-current employee or sales
representative of the Company or its subsidiaries or affiliates, to leave his or her employment
with or sales representation of the Company or its subsidiaries or affiliates; provided, however,
that nothing herein shall be deemed to prohibit a general employment solicitation directed at the
public. This provision does not prohibit Weil, in his capacity as an officer, director or employee
of a company, from soliciting business from a customer of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;Weil agrees that he will not make, and will not induce or cause any other person or entity
to make, any statement that is disparaging of the Company or any of its affiliates, or any of their
respective directors, employees or distributors (except to the extent necessary to respond
truthfully to any inquiry from applicable regulatory authorities or to provide information pursuant
to legal process).


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Equity Compensation</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Provided that Weil signs and delivers to the Company currently with this Agreement (and
thereafter does not revoke) a Release of Claims in the form set forth on <U>Exhibit&nbsp;B</U> hereto,
(i)&nbsp;Weil&#146;s stock options issued under the Company&#146;s 2000 Equity Incentive Plan (the &#147;Equity Plan&#148;)
shall, pursuant to the terms and conditions of the Equity Plan and Weil&#146;s Stock Option Award
Agreements, be exercisable by Weil for an extended period of one year following the Effective Date
and (ii)&nbsp;all of Weil&#146;s unvested options shall be accelerated and shall vest as of the expiration of
the seven-day revocation period described in the Release of Claims. Weil hereby acknowledges and
agrees that (i)&nbsp;the extension pursuant to this <U>Section&nbsp;5</U> of the exercise period of
incentive stock options held by him will cause such incentive stock options to cease to be
qualified as such, and such options will thereafter be treated as non-qualified stock options for
all purposes, including tax purposes, and (ii)&nbsp;Weil shall have the sole responsibility for
additional payments, tax or otherwise, owed by him as a result of such options ceasing to qualify
as incentive stock options. Notwithstanding the foregoing, in the event Weil breaches any of his
obligations under Section 4(e) or 4(f) prior to the first anniversary of the Effective Date, then,
in addition to all other remedies at law available to the Company, the exercise period for Weil&#146;s
stock options under the Equity Plan shall automatically end on the later of (a)&nbsp;180 calendar days
after the Effective Date, or (b)&nbsp;one day after Weil&#146;s breach of either of the above-specified
Sections.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>COBRA</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">After the Effective Date, in accordance with federal and state COBRA regulations, if currently
enrolled in the Company&#146;s group medical coverage, Weil will be offered the opportunity to continue
such coverage at Weil&#146;s own expense. The Company will not pay any COBRA premiums for or on behalf
of Weil.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Claims Filed</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Weil represents that he has not filed any complaints, charges or lawsuits against the Company
or against (1)&nbsp;any current or former officers, directors, shareholders, employees and agents of the
Company, (2)&nbsp;any current or former affiliate or related entity of the Company (including
subsidiaries and divisions), or (3)&nbsp;the current or former officers, directors, shareholders,
employees and agents of said affiliates or related entities (including subsidiaries and divisions),
that he will not file any lawsuit or claim against any of these entities or persons at any time
hereafter for any event occurring prior to the date of this Agreement, and that if any court
assumes jurisdiction of any lawsuit or claim against any of these entities or persons on behalf of
Weil, he will promptly request that the matter be dismissed with prejudice. This provision does
not affect Weil&#146;s right to file a charge or complaint with the Equal Employment Opportunity
Commission, nor does it affect his statutory right to indemnification from the Company.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Release</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;As a material inducement for Company to enter into this Agreement, Weil hereby irrevocably
and unconditionally releases, acquits and forever discharges the Company and all of its current and
former subsidiaries, affiliates, divisions, successors, predecessors, related entities, assigns,
owners, stockholders, partners, directors, officers, employees, agents, representatives, attorneys
and all persons acting by, through, under or in concert with any of them (collectively
&#147;Releasees&#148;), from any and all known charges, complaints, claims, liabilities, obligations,
promises, agreements, damages, actions, causes of action, suits, rights, demands, costs, losses,
debts and expenses (including attorneys&#146; fees and costs) of any nature whatsoever (&#147;Claim&#148; or
&#147;Claims&#148;) which Weil now has, owns or holds, or claims to have, own or hold, or which Weil at any
time heretofore had, owned or held, or claimed to have had, owned or held, or which Weil at any
time hereafter may have, own or hold, or claim to have, own or hold, against any of the Releasees
relating to any event, act or omission that has occurred as of or prior to the date of this
Agreement. This Release shall not apply to any of the Company&#146;s obligations under the terms of
this Agreement, to the Company&#146;s obligations to Weil under any 401(k) or pension plan, to the
Company&#146;s obligation to indemnify Weil under its Certificate of Incorporation, its Bylaws,
applicable law and/or contract or to any claim that may not be released as a matter of law.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;As a material inducement for Weil to enter into this Agreement, the Company hereby
irrevocably and unconditionally releases, acquits and forever discharges Weil and all of his
current and former attorneys, agents, representatives, successors and assigns, and all persons
acting by, through, under or in concert with any of them (collectively &#147;Weil Releasees&#148;), from any
and all known Claims which the Company now has, owns or holds, or claims to have, own or hold, or
which the Company at any time heretofore had, owned or held, or claimed to have had, owned or held,
or which the Company at any time hereafter may have, own or hold, or claim to have, own or hold,
against any of the Weil Releasees relating to any event, act or omission that has occurred as of or
prior to the Effective Date. This Release shall not apply to any of Weil&#146;s obligations under the
terms of this Agreement or any law or contract relating to the Company&#146;s indemnification of Weil.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">9.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Waiver of Age Discrimination Claims</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">This Agreement is intended to satisfy the requirements of the Older Workers&#146; Benefit
Protection Act, 29 U.S.C. &#167;&nbsp;626(f). The following general provisions, along with the other
provisions of this Agreement, are agreed to for this purpose:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Weil acknowledges and agrees that he has read and understands the terms of this Agreement,
and that his release of claims includes any and all claims arising under the Age Discrimination in
Employment Act.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Weil acknowledges that this Agreement advises him in writing that he may consult with an
attorney before executing this Agreement, and that he has obtained and considered such legal
counsel as he deems necessary or appropriate, such that he is entering into this Agreement freely,
knowingly and voluntarily.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Weil acknowledges that he has been given 21&nbsp;days in which to consider whether or not to
enter into this Agreement. Weil understands that, at his option, he may elect not to use the full
21-day period.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Weil shall have seven days after signing this Agreement to revoke this Agreement. This
Agreement will not become effective until the expiration of the revocation period. Weil
acknowledges and agrees that any revocation of this Agreement must be in writing and received by
the Company&#146;s Secretary no later than 5:00 p.m. on the seventh day in order to be effective. If
Weil does not revoke acceptance within the seven-day period, this Agreement will become fully
effective and enforceable on the eighth day after the Agreement is signed.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Weil does not waive or release any rights or claims that he may have under the Age
Discrimination in Employment Act that arise after the execution of this Agreement. Weil also is
not waiving his right to file a complaint or charge with the EEOC (including a challenge to the
validity of this Agreement) or participate in any investigation or proceeding conducted by the
EEOC.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">10.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Assignments or Transfers of Claims</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Weil and the Company each represent that he or it, as applicable, has not heretofore assigned
or transferred, or purported to assign or transfer, to any person or entity, any Claim or any
portion thereof, or interest therein, and each agrees to indemnify, defend and hold Releasees or
Weil Releasees, as relevant, harmless from and against any and all Claims, based on or arising out
of any such assignment or transfer, or purported assignment or transfer of any Claims or any
portion thereof or interest therein.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">11.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Tax Liability</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Weil represents and warrants that neither the Company nor its attorneys nor anyone affiliated
with the Company has made any representations regarding taxes, including the taxability of the
severance payments and stock options pursuant to <U>Sections&nbsp;3</U> and <U>5</U>, and Weil has not
relied upon any such representation in entering into this Agreement. Weil further represents and
warrants that he shall be solely responsible for the payment of any and all federal, state and
local taxes which may become due, if any, as a result of such severance payments or stock options.
Weil shall hold the Company harmless from and indemnify it for the payment of any taxes (including
interest) or penalties, and any costs or attorneys&#146; fees related to such payment, if any, that may
be asserted against it by any government agency at any time as a result of such severance payments
or stock options.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">12.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>No Amounts Owing</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Weil acknowledges and agrees that no compensation is or will be due to him from the Company,
other than as expressly set forth herein.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">13.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Waiver of Future Employment</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Weil agrees that he will not knowingly apply for or seek employment with the Company or any
subsidiary or affiliated companies. Weil further agrees that neither the Company nor any of its
subsidiaries or affiliated companies is obligated to offer employment to Weil, regardless of the
circumstances, at any time in the future.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">14.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Confidential, Trade Secret and Proprietary Information</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">Without limiting the provisions of <U>Section&nbsp;4(b)</U>, Weil shall not publish, disclose, or
utilize any proprietary, trade secret or other confidential information belonging to the Company or
any third party doing business with the Company that Weil obtained in the course or scope of his
employment with the Company. Weil acknowledges that the Company&#146;s proprietary, trade secret and
confidential information specifically includes, but is not limited to, the following non-public
information: pricing information, customer buying and selling habits and special needs,
confidential customer and vendor contact information, customer lease expiration, customer credit
information, the Company&#146;s proprietary software, accounting records, marketing strategies, business
plans, unique methods and procedures regarding pricing and advertising, employee personnel
information, purchasing and leasing guidelines, collection procedures and payment histories.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">15.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><U>Miscellaneous</U>.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;No Third-Party Beneficiaries; Binding Effect. Except as provided herein, this Agreement
shall not confer any rights or remedies upon any person other than the parties and their respective
successors and permitted assigns. This Agreement shall be binding upon the Company and Weil and
upon their respective heirs, administrators, representatives, executors, successors and assigns,
and shall inure to the benefit of Releasees.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Entire Agreement. This Agreement (including the documents referred to in this Agreement)
constitutes the entire agreement between the parties hereto and supersedes any prior
understandings, agreements, or representations by or between the parties, written or oral, to the
extent they are related in any way to the subject matter hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Assignment. This Agreement and the rights and duties hereunder are personal to Weil and
shall not be assigned, delegated, transferred, pledged or sold by Weil without the prior written
consent of the Company.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original but all of which together will constitute one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Notice. Any notice, consent, payment, demand, or communication required or permitted to
be given by any provision of this Agreement shall be in writing and shall be (1)&nbsp;delivered
personally to the party to whom the same is directed, or (2)&nbsp;sent registered or certified mail,
return receipt requested, postage prepaid, or by nationally recognized overnight courier addressed
as follows:

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="57%">&nbsp;</TD>
</TR>

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<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">If to Weil:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">to his address of residence</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">in the records of the Company</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">If to the Company:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Ashworth, Inc.</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2765 Loker Avenue West</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Carlsbad, California 92010</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attention: Secretary</TD>
</TR>
<!-- End Table Body -->
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</DIV>


<P align="left" style="font-size: 12pt">or to such other address as any such party may from time to time specify by notice to the other
party. Any such notice shall be deemed to be delivered, given and received for all purposes as of:
(i)&nbsp;the date so delivered, if delivered personally or (ii)&nbsp;on the date of receipt or refusal
indicated on the return receipt, if sent by registered or certified mail, return receipt requested,
postage and charges prepaid or by nationally recognized overnight courier.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;Governing Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of California without giving effect to any choice or conflict of law
provision or rule (whether of the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of California.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;Amendments and Waivers. No amendment of any provision of this Agreement shall be valid
unless the same shall be in writing and signed by the parties. No waiver by any party of any
default, misrepresentation or breach of warranty or covenant of this Agreement, whether intentional
or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach
of warranty or covenant of this Agreement or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions of this Agreement or the validity or enforceability of the offending term or
provision in any other situation or in any other jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;Expenses. Each of the parties will bear his or its own costs and expenses (including
legal fees and expenses) incurred in connection with this Agreement and the transactions
contemplated by this Agreement. Notwithstanding the foregoing, the parties agree that, in the
event either party breaches any provision of this Agreement, the breaching party shall pay all
costs and actual attorney&#146;s fees and expenses incurred by the other party in conjunction with
enforcement of this Agreement to the extent permitted by law.


<P align="left" style="font-size: 12pt; text-indent: 4%">(j)&nbsp;Construction. The language of this Agreement shall be interpreted simply and in
accordance with its plain meaning. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local, or foreign
statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or interpretation of this
Agreement. Unless otherwise expressly provided in this Agreement, any agreement, instrument or
statute defined or referred to in this Agreement or in any agreement or instrument that is referred
to in this Agreement means such agreement, instrument or statute as from time to time amended,
modified or supplemented, including (in the case of agreements or instruments) by waiver or consent
and (in the case of statutes) by succession of comparable successor statutes and references to all
attachments thereto and instruments incorporated therein. Unless the context clearly requires
otherwise, references to Sections are to the Sections of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(k)&nbsp;Arbitration. The Company and Weil agree that any dispute regarding the application,
interpretation or breach of this Agreement (including, but not limited to, any alleged
misrepresentation made herein) will be subject to final and binding arbitration before
JAMS/Endispute of Orange County, California pursuant to the then existing JAMS rules applicable to
any such dispute. Any resolution, opinion or order of JAMS/Endispute may be entered as a judgment
of a court of competent jurisdiction. This Agreement shall be admissible in any proceeding to
enforce its terms.


<P align="left" style="font-size: 12pt; text-indent: 4%">(l)&nbsp;Weil&#146;s Acknowledgment. Weil acknowledges (1)&nbsp;that he has consulted with independent
counsel of his own choice concerning this Agreement (including without limitation all of the tax
implications to Weil) and has been advised to do so by the Company, and (2)&nbsp;that he has read and
understands the Agreement, is fully aware of its legal effect, and has entered into it freely based
on his own judgment.


<P align="center" style="font-size: 10pt; display: none; text-indent: 4%">1
<!-- PAGEBREAK -->

<P align="left" style="font-size: 12pt; text-indent: 4%">IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.


<P align="left" style="font-size: 12pt">ASHWORTH, INC.
<BR>
By: <U>/s/ David M. Meyer</U>
<BR>
David M. Meyer
<BR>
Chairman of the Board


<P align="left" style="font-size: 12pt">PETER M. WEIL


<P align="left" style="font-size: 12pt"><U>/s/ Peter M. Weil</U>


<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><U><B>EXHIBIT A</B></U>



<P align="center" style="font-size: 12pt"><B>RESIGNATION</B>



<P align="left" style="font-size: 12pt">Date: October&nbsp;24, 2007
<BR>
To: Board of Directors
<BR>
Ashworth, Inc.
<BR>
From: Peter M. Weil
<BR>
Subject: Resignation


<P align="left" style="font-size: 12pt">This letter is to confirm my irrevocable resignation as a director and officer of Ashworth, Inc.
(the &#147;Company&#148;), effective as of the date hereof, together with all other director, employment and
trustee positions held with the Company and any of its subsidiaries or with their respective
employee plans.


<P align="left" style="font-size: 12pt">I further confirm that my resignation is not a result of any disagreement with the Company as to
the Company&#146;s operations, policies or practices.


<P align="left" style="font-size: 12pt">/s/ Peter M. Weil
<BR>
Peter M. Weil


<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->


<P align="center" style="font-size: 12pt"><U><B>EXHIBIT B</B></U>



<P align="center" style="font-size: 12pt"><B>RELEASE OF CLAIMS</B>



<P align="center" style="font-size: 12pt"><B>October&nbsp;24, 2007</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">1.&nbsp;For valuable consideration, I irrevocably release Ashworth, Inc. (&#147;Ashworth&#148;) and its
subsidiaries, and their respective affiliates, directors, officers, agents and employees from any
and all known causes of action, claims, suits, demands or other obligations or liabilities, whether
known or unknown, suspected or unsuspected, that I ever had or now have as of the time that I sign
this Release which relate to or arise out of my hiring, employment with or termination of my
employment with Ashworth. The claims released include, but are not limited to, any and all claims
arising from or related to my employment with Ashworth and/or its affiliates, such as claims
arising under Title VII of the Civil Rights Act of 1964 (as amended), the Civil Rights Act of 1991,
the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act,
the Fair Labor Standards Act, the California Fair Employment and Housing Act, the California Labor
Code, the Employee Retirement Income and Security Act of 1974 (except for any vested right I have
to benefits under an ERISA Plan), the state and federal Worker Adjustment and Retraining
Notification Act, and the California Business and Professions Code; any other local, state,
federal, or foreign law governing employment; and the common law of contract and tort. This
Release is not intended to, and does not, encompass (i)&nbsp;any right to compensation or benefits that
I have under my Separation and General Release Agreement with Ashworth, (ii)&nbsp;any claims I may have
for workers&#146; compensation benefits, (iii)&nbsp;any claims related to my COBRA rights, (iv)&nbsp;any rights I
may have to indemnification, and (v)&nbsp;any claims that may not be waived as a matter of law.


<P align="left" style="font-size: 12pt; text-indent: 4%">2.&nbsp;I represent and warrant that there has been no assignment or other transfer of any interest
in any claim by me that is covered by this Release.


<P align="left" style="font-size: 12pt; text-indent: 4%">3.&nbsp;I acknowledge that Ashworth has given me 21&nbsp;days in which to consider this Release and
advised me to consult an attorney about it. I further acknowledge that once I execute this
Release, I will have an additional seven days in which to revoke my acceptance of this Release by
means of a written notice of revocation given to the Secretary. This Release will not be final and
effective until the expiration of this revocation period.

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="29%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dated:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October&nbsp;24, 2007
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Signed: /s/ Peter M. Weil</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 12pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Peter M. Weil</TD>
</TR>
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</DIV>



<P align="center" style="font-size: 10pt; display: none">4


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<P align="right" style="font-size: 10pt"><FONT style="font-size: 12pt">Exhibit&nbsp;99.1</FONT>



<P align="left" style="font-size: 12pt">Contact:
<BR>
David M. Meyer, Chairman
<BR>
Allan Fletcher, Chief Executive Officer
<BR>
Greg W. Slack, Chief Financial Officer
<BR>
(760)&nbsp;929-6100


<P align="left" style="font-size: 12pt"><B>FOR IMMEDIATE RELEASE</B>


<P align="center" style="font-size: 12pt"><B>ASHWORTH, INC. ANNOUNCES APPOINTMENT OF<BR>
ALLAN FLETCHER AS CHIEF EXECUTIVE OFFICER</B>



<P align="center" style="font-size: 12pt"><B>&#151; Greg W. Slack Also Elected Chief Financial Officer &#151;</B>



<P align="left" style="font-size: 12pt"><B>CARLSBAD, Calif., October&nbsp;25, 2007 </B>&#150; Ashworth, Inc. (NASDAQ:ASHW), a leading designer of on-course
golf apparel and golf-inspired lifestyle sportswear, today announced the following executive
management changes:



<P align="left" style="margin-left:2%; font-size: 12pt">&#149; Allan Fletcher has been appointed Chief Executive Officer of Ashworth, effective
immediately.



<P align="left" style="margin-left:2%; font-size: 12pt">&#149; Greg W. Slack has been appointed Chief Financial Officer of Ashworth, effective
immediately. Mr.&nbsp;Slack had previously served as Ashworth&#146;s Vice President &#150; Finance, Corporate
Controller &#038; Principal Accounting Officer until July&nbsp;2007.



<P align="left" style="margin-left:2%; font-size: 12pt">&#149; Peter M. Weil, former Chief Executive Officer, has resigned to spend more time with his
family on the East Coast. Mr.&nbsp;Weil will continue to provide consulting services during the 90
days following his departure. Eric R. Hohl, former Executive Vice President, Chief Financial
Officer and Treasurer, has also left Ashworth.


<P align="left" style="font-size: 12pt">&#147;We are delighted to welcome Allan to lead the Ashworth team,&#148; said David M. Meyer, Chairman of the
Board of Directors of Ashworth. &#147;As the founder and chairman of Fletcher Leisure Group &#150; a
long-standing business partner of Ashworth and Canada&#146;s leading supplier of branded golf apparel,
sportswear and golf equipment &#150; Allan has proven that he has exceptional insight into our business.
With more than 40&nbsp;years of experience in the golf apparel industry, Allan is uniquely qualified to
help Ashworth further capitalize on the progress it is making. Mr.&nbsp;Fletcher also has a true love
of golf which was instilled in him by his father, Pat Fletcher, who was a golf professional at The
Royal Montreal Golf Club and winner of the 1954 Canadian Open at Point Grey Golf Club.&#148;


<P align="left" style="font-size: 12pt">Mr.&nbsp;Fletcher commented, &#147;As passionate players know, the game of golf is all about precision,
patience and dedication. Ashworth&#146;s management will be focusing on these qualities once again and
build on its strong, authentic golf brand. We will pay close attention to details and make certain
everything we do corresponds to the highest standards in the industry.&#148;


<P align="left" style="font-size: 12pt">After his appointment as Chief Executive Officer of Ashworth, Mr.&nbsp;Fletcher will retain a
significant ownership interest in Fletcher Leisure Group. To ensure proper corporate governance
practices, the Board of Directors of Ashworth has charged Edward J. Fadel, President of Ashworth,
with the responsibility for overseeing Ashworth&#146;s business relationship and contracts with Fletcher
Leisure Group and reporting on these matters directly to the Board.


<P align="left" style="font-size: 12pt">Ashworth and Mr.&nbsp;Fletcher entered into an Employment Agreement on October&nbsp;24, 2007 which provides,
among other matters, for an annual base salary of $1.00, an option to purchase 100,000 shares of
the Company&#146;s common stock at an exercise price equal to the fair market value of the Company&#146;s
common stock on the grant date (with 50% of the options vesting on each of the first two
anniversaries of the grant date) and a target bonus of $500,000 (depending upon achievement of
Company and individual objectives for fiscal year 2008). Option vesting will accelerate upon
either the Company&#146;s termination of Mr.&nbsp;Fletcher&#146;s employment without cause or as a result of a
change in control. The option exercise period for vested options will extend until the earlier of
one year after termination of employment for any reason or ten years after the grant date. The
options will be issued pursuant to the Ashworth 2007 Nonstatutory Stock Option Plan and in reliance
upon Nasdaq Marketplace Rule&nbsp;4350(i)(1)(A)(iv) regarding employment inducement grants.


<P align="left" style="font-size: 12pt">Mr.&nbsp;Meyer added, &#147;We are also very pleased to welcome Greg Slack back to Ashworth in his new
position as Chief Financial Officer. Greg has previously proven to be an invaluable member of the
Ashworth executive management team, and we are confident in his leadership capabilities as he
assumes this important responsibility.&#148; Mr.&nbsp;Meyer concluded, &#147;We also greatly appreciate the
contributions of Peter Weil and Eric Hohl and wish them the best in their future endeavors.&#148;


<P align="left" style="font-size: 12pt"><B>About Ashworth, Inc.</B>


<P align="left" style="font-size: 12pt">Ashworth, Inc. (NASDAQ: ASHW) is a leading designer of men&#146;s and women&#146;s golf-inspired lifestyle
sportswear distributed domestically and internationally in golf pro shops, resorts, upscale
department and specialty stores and to corporate customers. Ashworth&#146;s three market-leading brands
include: Ashworth Collection &#153;, a range of upscale sportswear designed to be worn on and off
course; Ashworth Authentics &#153;, which showcases popular items from the Ashworth line; and Ashworth
Weather Systems&#174;, a technical performance line. Ashworth is also an Official Apparel Licensee of
Callaway Golf Company.


<P align="left" style="font-size: 12pt">Ashworth is also a leading designer, producer and distributor of headwear and apparel under The
Game&#174; and Kudzu&#174; brands. The Game is a leading headwear brand to collegiate bookstores and Kudzu
products are sold into the NASCAR/racing markets and through outdoors sports distribution channels,
including fishing and hunting. Ashworth is also the exclusive on-site event merchandiser for the
Kentucky Derby.


<P align="left" style="font-size: 12pt">For more information, please visit the Company&#146;s Web site at <U>www.ashworthinc.com</U>.


<P align="left" style="font-size: 12pt"><B>Forward-Looking Statements</B>


<P align="left" style="font-size: 12pt">This press release contains forward-looking statements related to the Company&#146;s market position,
finances, operating results, marketing and business plans and strategies within the meaning of
Section&nbsp;27A of the Securities Act, as amended, and Section&nbsp;21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements may contain the words &#147;believes,&#148; &#147;anticipates,&#148;
&#147;expects,&#148; &#147;predicts,&#148; &#147;estimates,&#148; &#147;projects,&#148; &#147;will be,&#148; &#147;will continue,&#148; &#147;will likely result,&#148;
or other similar words and phrases. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company undertakes no
obligation to update any forward-looking statements, whether as a result of new information,
changed circumstances or unanticipated events unless required by law. These statements involve
risks and uncertainties that could cause actual results to differ materially from those projected.
These risks include the uncertainties associated with implementing a successful transition in
executive leadership, the continued willingness of our lenders to provide waivers of compliance
with financial covenants, the evaluation of strategic alternatives that may be presented, timely
development and acceptance of new products, as well as strategic alliances, the integration of the
Company&#146;s acquisition of Gekko Brands, LLC, the impact of competitive products and pricing, the
success of the Callaway Golf apparel product line, the preliminary nature of bookings information,
the ongoing risk of excess or obsolete inventory, the potential inadequacy of booked reserves, the
successful operation of the distribution facility in Oceanside, CA, the successful implementation
of the Company&#146;s ERP system, and other risks described in Ashworth, Inc.&#146;s SEC reports, including
the annual report on Form 10-K for the year ended October&nbsp;31, 2006, quarterly reports on Form 10-Q
filed thereafter and amendments to any of the foregoing reports, including the Form 10-K/A for the
year ended October&nbsp;31, 2006.



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