CONFIDENTIAL PORTIONS OF THIS
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DOCUMENT HAVE BEEN REDACTED
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AND HAVE BEEN SEPARATELY
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FILED WITH THE COMMISSION
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ENDORSEMENT AGREEMENT
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This Agreement is entered into on January 13, 2005 between
professional golfer, TOM WATSON, (hereinafter referred to as
"CONSULTANT") and ADAMS GOLF, LTD. (hereinafter referred to as
"ADAMS GOLF").
WITNESSETH
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WHEREAS, ADAMS GOLF desires to obtain the right to use the
name, likeness and ENDORSEMENT of CONSULTANT in connection with
the advertisement and promotion of ADAMS GOLF'S PRODUCT;
NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
CONTRACT PERIOD
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1. TERM OF CONTRACT
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The Term of this Agreement shall be for a period of 5 years
and 4 months commencing the 1st day of September 2004 and
terminating the 31st day of December 2009.
2. DEFINITIONS
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As used in this Agreement, the following terms shall be
defined as set forth below:
A. CONSULTANT'S "ENDORSEMENT" means the right to use
the CONSULTANT'S name, fame, nickname, autograph, voice,
facsimile, signature, photograph, likeness, and image in
connection with the marketing, advertising, promotion and
sale of ADAMS GOLF'S PRODUCT.
B."PRODUCT" shall mean all golf clubs including, but not
limited to, metal woods, drivers, fairway woods, irons,
iron-woods, utility clubs, wedges, and putters, bags, and
headwear.
C."MANDATORY PRODUCTS" shall mean the following ADAMS GOLF
PRODUCTS that CONSULTANT must exclusively play/use in all
Champions/Senior Professional Golf Association (SPGA) and
Professional Golf Association (PGA) events at all times:
-1-
1. [*****]
2. Sufficient [*****] to maintain total minimum of [*****]
ADAMS GOLF [*****] (includes [*****])[*****] at all
times
3. [*****]
4. [*****] (CONSULTANT may continue to place the
[*****] logo on the [*****] consistent with
historical practice.)
D. "CONTRACT TERRITORY" shall mean the entire world.
CONSULTANT'S OBLIGATIONS
3. CONSULTANT'S ENDORSEMENT
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CONSULTANT hereby gives and grants to ADAMS GOLF the
exclusive right and license to use CONSULTANT'S ENDORSEMENT
in connection with the manufacture, sale, distribution,
advertising and promotion of PRODUCT in the CONTRACT
TERRITORY.
4. EXCLUSIVITY OF ENDORSEMENT
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During the term of this Agreement, unless otherwise
authorized at the sole discretion of ADAMS GOLF in writing,
CONSULTANT shall not:
A. give the right to use or permit the use of CONSULTANT'S
name, facsimile signature, nickname, voice or likeness to
any other manufacturer or seller of PRODUCT;
B. sponsor or endorse PRODUCT made or sold by any other
manufacturer or seller; or
C. serve as a CONSULTANT or advisor of any other
manufacturer or seller of PRODUCT.
D. Notwithstanding paragraphs 4A, 4B and 4C above,
CONSULTANT shall be entitled to endorse and play the
[*****]. The parties expressly agree that CONSULTANT may
permit [*****] the use of CONSULTANT'S name and/or
likeness in [*****] print and/or television advertisement
provided that this is executed in a manner consistent
with [*****] past [*****] advertising practice using
similarly situated professional golfers with competing
golf club endorsement agreements that include [*****].
If [*****] use of CONSULTANT varies from past practice of
utilizing similarly situated professionals, CONSULTANT
will take action to remedy the situation [*****]. If
CONSULTANT participates directly in any [*****] sponsored
photo shoots for advertising or PR, CONSULTANT shall wear
his ADAMS GOLF [*****]. The parties further expressly
agree that CONSULTANT'S endorsement of