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Endorsement Agreement


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CONFIDENTIAL PORTIONS OF THIS ----------------------------- DOCUMENT HAVE BEEN REDACTED --------------------------- AND HAVE BEEN SEPARATELY ------------------------ FILED WITH THE COMMISSION ------------------------- ENDORSEMENT AGREEMENT --------------------- 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 ---------- 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 --------------- 1. TERM OF CONTRACT ---------------- 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 ----------- 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 ----------------------- 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 -------------------------- 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
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