-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Et8TuNkz2fChRiCfgtoEZThi0v64iMO2xEzQi3TitoZhNInT5jWtvGbo0W78P/u7 hDg4phUTgwXzUzvetfJ4ng== 0001171843-09-001131.txt : 20091106 0001171843-09-001131.hdr.sgml : 20091106 20091106165825 ACCESSION NUMBER: 0001171843-09-001131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091103 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091106 DATE AS OF CHANGE: 20091106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS GOLF INC CENTRAL INDEX KEY: 0001059763 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 752320087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33978 FILM NUMBER: 091165437 BUSINESS ADDRESS: STREET 1: 2801 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9726739000 MAIL ADDRESS: STREET 1: 2801 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 8-K 1 f8k_110609.htm FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 3, 2009
 
ADAMS GOLF, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-33978
75-2320087
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

2801 E. Plano Pkwy, Plano, Texas
75074
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (972) 673-9000

Not Applicable
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 1.01
Entry into a Material Definitive Agreement.

On November 3, 2009, Adams Golf, Inc., a Delaware corporation (the “Company”), and Oliver G. Brewer, III, the Company’s President and Chief Executive Officer, entered into the Amendment to Executive Employment Agreement (the “Amendment”), pursuant to which certain terms of Mr. Brewer’s employment agreement with the Company, dated as of December 31, 2007 (the “Original Agreement”), were amended.

The Amendment extends the term of Mr. Brewer’s employment with the Company and Mr. Brewer’s eligibility to receive incentive payments pursuant to the Company’s long term incentive payments program from December 31, 2010 to December 31, 2012.

Annual Base Salary

The Original Agreement provides that Mr. Brewer’s annual base salary for the calendar year 2009 was to be $450,000.  In 2009, Mr. Brewer voluntarily agreed to reduce his annual base salary for that year to $360,000 beginning April 1, 2009 and subsequently agreed to another reduction to $300,000 beginning June 1, 2009.  Pursuant to the Amendment, Mr. Brewer’s base salary for the period commencing November 1, 2009 through December 31, 2009 will be $360,000.  Mr. Brewer’s annual base salary for the calendar years 2010, 2011 and 2012 will be equal to 0.475% of the Company’s trailing twelve month revenues and will be recalculated every six months, commencing July 1, 2010, using the Company’s trailing twelve month revenues.  The Company and Mr. Brewer have agreed that Mr. Brewer’s base salary commencing January 1, 2010 will begin at $360,000, and that in no event will Mr. Brewer’s annual base salary be less than $360,000 per year or more than $500,000 per year for each of the calendar years from 2010 through 2012.

Long Term Incentive Payment

The Original Agreement and the Amendment both provide that Mr. Brewer will be eligible for a one time, long term incentive payment at the conclusion of the term of such agreement, contingent upon the Company achieving certain cumulative EBITDA goals during the contract period.  The goals and amounts are the same under both the Original Agreement and the Amendment. However, the Amendment provides that the period for which the EBITDA goals will be evaluated will change from 2008 through 2010 to a revised period of 2010 through 2012.  The payment of the long term incentive, if any, will be made as soon as administratively feasible but not later than February 15, 2013.

Additional Equity Participation

In addition to the equity participation for which Mr. Brewer is eligible under the Original Agreement, the Amendment provides that Mr. Brewer will receive restricted shares of the Company’s common stock during the revised term of his employment as follows:  (i) 25,000 shares during 2010, which shares will vest half on the last trading day of June 2010 and the other half will vest on the second to last trading day of December 2010, (ii) 75,000 shares during 2011, which shares will vest half on the last trading day of June 2011 and the other half will vest on the second to last trading day of December 2011, (iii) 75,000 shares during 2012, which shares will vest half on the last trading day of June 2012 and the other half will vest on the second to last trading day of December 2012.

The foregoing description of the Amendment does not purport to be a complete statement of the parties' rights and obligations under the Amendment. The above description is qualified in its entirety by reference to the Amendment which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
Item 5.02
 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in Item 1.01 of this Current Report, on November 3, 2009, the Company entered into the Amendment with Oliver G. Brewer, III, the Company’s President and Chief Executive Officer. See Item 1.01 of this Current Report. The information in Items 1.01 and 9.01 of this Current Report is incorporated in this Item 5.02 by reference.
 
Item 9.01                Financial Statements and Exhibits.
 
(d)            Exhibits.

Exhibit No.
Description of Exhibit
10.1
Amendment to Executive Employment Agreement dated November 3, 2009, between Adams Golf, Inc. and Oliver G. (Chip) Brewer, III.


 
 
 

SIGNATURES

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.

ADAMS GOLF, INC


Date: November 6, 2009                                                       By:           /s/ Pamela J. High                                                                
Name:      Pamela J. High
Title:        Interim Chief Financial Officer


 
 
 

INDEX OF EXHIBITS

Exhibit No.
Description of Exhibit
10.1
Amendment to Executive Employment Agreement dated November 3, 2009, between Adams Golf, Inc. and Oliver G. (Chip) Brewer, III.
 
 EX-10 2 exh_101.htm EXHIBIT 10.1
AMENDMENT TO EXECUTIVE EMPLOYMENT
AGREEMENT
 
THIS AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is entered into as of the date signed by the parties below by and between Adams Golf, Inc. and its subsidiaries (the "Company") and Mr. Oliver Brewer (the "Executive");
 
RECITALS
 
WHEREAS, the Executive is currently under an Executive Employment Agreement with the Company executed on November 3, 2009.
 
WHEREAS, the Executive has voluntarily taken a salary reduction consisting of $150,000 because of the economic recession and the state of the Company’s business,
 
WHEREAS, as result of the Executive’s voluntary salary reduction, devotion to the Company and performance, the Company desires to extend the Executive’s employment with the Company an additional two years up through December 31, 2012 on the same terms and conditions of his existing Executive Employment Agreement except as modified herein below:
 
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties agree to amend the Executive’s Employment Agreement as follows.
 
AMENDMENTS
 
1. 
NEW EXTENDED TERM OF EMPLOYMENT
 
The term of the Executive’s employment shall be extended an additional 2 years, through December 31, 2012.
 
2.
NEW BASE SALARY COMPENSATION
 
The Executive’s new base salary, which shall supersede and replace his old base salary, shall be as follows:
 
A.   
Commencing November 1 through calendar year 2009, the Executive’s base salary shall be $360,000.

B.    
 For each of the calendar years, 2010, 2011 and 2012, the Executive shall be paid an annual base salary in the amount of .475% of the Company’s trailing twelve month revenues (which shall be re-calculated bi-annually) but in no case shall the annual salary be less than $360,000 per year and in no case shall it be more than $500,000 per year.  Based on the Company’s trailing twelve month revenues, the Executive’s base salary commencing January 1, 2010 shall be $360,000.   The Executive’s base salary commencing July 1, 2010 shall be re-calculated using the Company’s trailing twelve month  revenues from the period July 1, 2009 through June 31, 2010.
 
 3. 
INCENTIVE COMPENSATION  UNCHANGED.
 
The Executive’s eligibility for semi-annual bonuses shall remain as stated in his Executive Employment Agreement .
 
4. 
NEW LONG TERM INCENTIVE PAYMENT.
 
The below stated long term incentive payment eligibility for the Executive shall supersede and replace the Executive’s current long term incentive payment eligibility.
 
A.   
The long term incentive payment eligibility shall based on the cumulative EBITDA of the Company for the years 2010-2012 (excluding one time charges such as litigation settlement payments) as follows:
 
 
(1)
If the Company achieves a cumulative EBITDA of Seven Million Five Hundred Thousand ($7,500,000) dollars the Executive shall be granted an incentive payment of Seven Hundred Fifty Thousand ($750,000) dollars.
 
 
(2)
If the Company achieves a cumulative EBITDA greater than Seven Million Five Hundred Thousand ($7,500,000) dollars but less than Twelve Million ($12,000,000) dollars the Executive shall be granted an incentive payment that is prorated accordingly between the two goals.
 
 
(3)
If the Company achieves a cumulative EBITDA of Twelve Million ($12,000,000) dollars the Executive shall be granted an incentive payment of One Million Five Hundred Thousand ($1,500,000) dollars.
 
 
(4)
Additionally, if the Company achieves a cumulative EBITDA that is greater than Twelve Million ($12,000,000) dollars, the Executive shall receive five (5%) of all cumulative EBITDA greater than Twelve Million ($12,000,000) dollars.

B.    
The long term incentive payment, if made, shall be made as soon as administratively feasible but not later than February 15, 2013 as follows.
 
5.
ADDITIONAL EQUITY PARTICIPATION.
 
In addition to the equity participation for which the he Executive is already eligible under his existing Executive Employment Agreement, the Executive shall also be entitled to additional equity participation for the calendar years 2010, 2011 and 2012 as follows:
 
A.   
calendar year 2010:  25,000 shares of the Company’s restricted shares of common stock, twelve Thousand five hundred (12,500) shares on the last trading day of June and twelve Thousand five hundred (12,500) shares on the second to last trading day of December.  The Executive shall be solely responsible for all taxes associated with these grants.
 
B.    
calendar year 2011:  75,000 of the Company’s restricted shares of common stock, .37,500 shares on the last trading day of June and 37,500 on the second to last trading day of December.  The Executive shall be solely responsible for all taxes associated with these grants.
 
C.    
calendar year 2012:  75,000 of the Company’s restricted shares of common stock, .37,500 shares on the last trading day of June and 37,500 on the second to last trading day of December.  The Executive shall be solely responsible for all taxes associated with these grants.
 
6. 
WAIVER OF RIGHT TO RECAPTURE VOLUNTARILY REDUCED SALARY
 
The parties expressly acknowledge and agree that in consideration for the extension of term and other good and valuable consideration provided the Executive in this Amendment that the Executive is forever waiving and relinquishing his rights, whether in contract or equity, to collect on and/or in any way recapture salary amounts that he has voluntarily relinquished to prior to execution of this Amendment.
 
7. 
NON RELIANCE
 
Each party to this Amendment represents, warrants and acknowledges that in entering into this Amendment that he/it has not relied upon any act, representation, or warranty by any other party thereto, or by any of their representatives or attorneys, except as may be expressly contained in this Amendment.  Each party further represents and warrants that he/it has thoroughly discussed all aspects of this Amendment with his or its attorneys, that he/it has had a reasonable time to review this Amendment, that he/it fully understands the provisions of this Amendment and the effect thereof and that he/it is entering into this Amendment voluntarily and of his/its own free will.
 
8. 
ENFORCEABILITY OF EXISTING EXECUTIVE EMPLOYMENT AGREEMENT
 
All terms and conditions of the existing Executive Employment Agreement not expressly modified herein shall remain in full force and effect.
 
9. 
COUNTERPARTS and COPIES
 
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument.  Copies of signatures may be used for all purposes in place of original signatures.
 

 
The Company
Executed on November  3, 2009.
 

 
/s/ Byron H. Adams
By:  Byron H. Adams
Chairman of the Board of Directors of Adams Golf, Inc.
 
 
The Executive
Executed on November  3, 2009.
 

 
/s/ Oliver G. Brewer III
By:  Oliver G. Brewer III
Chief Executive Officer of Adams Golf, Inc.


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