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): February 6, 2015 (February 3, 2015)

CLUBCORP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-189912	20-5818205
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of incorporation)		Identification No.)

3030 LBJ Freeway, Suite 600 Dallas, Texas	75234
(Address of Principal Executive Offices)	(Zip Code)

(972) 243-6191

Registrant’s Telephone Number, Including Area Code

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:

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(b))

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))

This Current Report on Form 8-K (this “Form 8-K”) is filed by ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), in connection with the matters described herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Awards of Restricted Stock

On February 3, 2015, the Compensation Committee (the “Committee”) of the Board of Directors of the Company, together with a subcommittee of the Committee (the “Subcommittee”), approved a revised form of Restricted Stock Agreement (“RSA Agreement”) to be used when awards of shares of Restricted Stock (“RSAs”) are made to certain persons under the Amended and Restated ClubCorp Holdings, Inc. 2012 Stock Award Plan (the “Plan”). On the same date, the Committee also made grants, to be effective as of February 5, 2015, of an aggregate of 138,234 RSAs to certain officers and employees (each a “participant”) of the Company pursuant to the Plan and RSA Agreement, of which 83,796 RSAs were granted to executive officers, as set forth below, by the Subcommittee. No RSAs were granted to members of the Company’s Board of Directors, other than RSAs granted to Eric L. Affeldt in his capacity as the Company’s President and Chief Executive Officer. Each RSA includes the right to receive dividends, if any, when declared on shares of the Company’s common stock. One-third of the RSAs will vest on each of the first, second and third anniversaries of the date of grant, provided that the participant has been continuously employed by the Company through the date of vesting.

The above description of RSA Agreement is qualified in its entirety by reference to the text of the RSA Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Awards of Performance Restricted Stock Units

On February 3, 2015, the Committee and Subcommittee also approved a revised form of Performance Restricted Stock Unit Agreement (the “PSU Agreement”) to be used when awards of Performance Restricted Stock Units (“PSUs”) are made to certain persons under the Plan. On the same date, the Committee and the Subcommittee also made grants, to be effective as of February 5, 2015, of an aggregate of 138,219 PSUs to certain participants pursuant to the Plan and the PSU Agreement, of which 83,792 PSUs were granted to executive officers, as set forth below, by the Subcommittee. No PSUs were granted to members of the Company’s Board of Directors, other than PSUs granted to Eric L. Affeldt in his capacity as the Company’s President and Chief Executive Officer. The revised form of PSU Agreement provides that each PSU that vests will give the holder the right to receive a cash payment equal in amount to the aggregate amount of any dividends declared and paid on one share of our common stock while the PSU was outstanding. No dividend equivalent rights will be paid on any PSU that does not vest. No changes were made to the vesting terms of the PSU Agreement.

The following executive officers of the Company received the following RSA and PSU grants on February 5, 2015:

Name and Title	NUMBER OF RSAs	NUMBER OF PSUs
Eric L. Affeldt, President, Chief Executive Officer and Director	31,512	31,511
Curtis D. McClellan, Chief Financial Officer and Treasurer	11,459	11,459
Mark A. Burnett, Chief Operating Officer	17,189	17,188
James K. Walters, Executive Vice President of Sales & Revenue	8,595	8,594
Ingrid J. Keiser, General Counsel, Secretary and Executive Vice President of People Strategy	8,595	8,594
Daniel T. Tilley, Chief Information Officer and Executive Vice President	6,446	6,446

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following documents are attached as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description
10.1	Form of Restricted Stock Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan
10.2	Form of Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 6, 2015	CLUBCORP HOLDINGS, INC.
	By:	/s/ Curtis D. McClellan
		Curtis D. McClellan
		Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of Restricted Stock Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan
10.2	Form of Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan

EX-10.1

CLUBCORP HOLDINGS, INC.
STOCK GRANT NOTICE2012 STOCK AWARD PLAN

ClubCorp Holdings, Inc. (the “Company”), pursuant to the Amended and Restated ClubCorp Holdings, Inc. 2012 Stock Award Plan, as amended (the “Plan”), hereby grants to the Participant identified below an award (the “Award”) of that number of shares of the Company’s Common Stock set forth below (the “Shares”). This Award is subject to all of the terms and conditions set forth herein and in the Restricted Stock Agreement and the Plan (collectively, the “Award Documents”), with the Restricted Stock Agreement attached hereto (the Plan has been separately provided to the Participant), which are incorporated herein in their entirety. All capitalized terms not defined in this Stock Grant Notice (“Grant Notice”) shall have the meanings ascribed thereto in the Restricted Stock Agreement or the Plan, as the case may be.

Participant
Date of Grant		February 5, 2015
January 2015 Average Stock Price/Share
Value of Award on Grant Date
Number of Shares
Vesting Schedule:	One-third of the Shares will vest on each of the first, second and third anniversaries of the Date of Grant.
Payment:	No payment is required for the Shares, although payment may be required for the amount of any withholding taxes due as a result of the award of, or vesting of, the Shares, as described in the Restricted Stock Agreement.

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of the Award Documents, and understands and agrees to the terms set forth in the Award Documents. Participant further acknowledges that as of the Date of Grant, the Award Documents set forth the entire understanding between Participant and the Company regarding the acquisition of the above-described shares of the Company’s Common Stock and supersede all prior oral and written agreements on that subject.

ClubCorp Holdings, Inc.		Participant
By:
	Signature	Signature
Title:
Name:		Name:

ATTACHMENT:

I. Restricted Stock Agreement

Attachment I

Restricted Stock Agreement

AMENDED AND RESTATED CLUBCORP HOLDINGS, INC.
2012 STOCK AWARD PLAN

RESTRICTED STOCK AGREEMENT

Pursuant to the provisions of the Amended and Restated ClubCorp Holdings, Inc. 2012 Stock Award Plan, as amended (the “Plan”), the terms of the Grant Notice (“Grant Notice”) to which this Restricted Stock Agreement (hereinafter the “Restricted Stock Agreement” or “Agreement”) is attached and the Restricted Stock Agreement, ClubCorp Holdings, Inc. (the “Company”) grants you that number of shares of Common Stock indicated in the Grant Notice. Capitalized terms not defined in this Agreement or Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

The details of your Award are as follows:

1.THE AWARD. The Company hereby awards to you the aggregate number of Shares of Common Stock specified in your Grant Notice. The Shares are awarded to you in consideration for your service to the Company as an employee, director or consultant to the Company or any of its Affiliates.

2.DOCUMENTATION. As a condition to the award of the Shares, and prior to the receipt of share certificates by you (if such certificates are issued by the Company), you agree to execute the Grant Notice and to deliver the same to the Company, along with such additional documents and agreements as the Company may require to enable the Company to administer its rights set forth in this Agreement and the Plan.

3.CONSIDERATION FOR THE AWARD. No cash payment is required for the Shares, although you may be required to tender payment in cash or other acceptable form of consideration for the amount of any withholding taxes due as a result of the award of, or vesting of, the Shares.

4.VESTING. Subject to the limitations contained in this Agreement and the Plan, the Shares will vest as provided in the Grant Notice. Vesting is contingent upon your continuous service with the Company or any of its Affiliates as an employee, director or consultant. If your continuous service with the Company or an Affiliate terminates prior to the vesting of all or any number of Shares for any reason, then you shall automatically forfeit any unvested Shares to the Company as of the date of termination without any further action by the Company, and you shall have no further right to receive any benefits or payments with respect to such unvested Shares.

5.NUMBER OF SHARES. The number of Shares subject to your Award may be adjusted from time to time pursuant to the provisions of Section 12 of the Plan and any and all new,substituted or additional securities to which you may be entitled under the terms of the Award shall likewise be subject to the terms of the Plan and this Agreement.

6.CERTIFICATES. Certificates evidencing the Shares may be issued by the Company and, if so issued, shall be registered in your name promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the vesting of such Shares pursuant to Section 4. Alternatively, the Company, in its sole discretion, may elect to

issue the Shares in uncertificated form, in which case such Shares shall be recorded in your name in the books and records of the Company’s transfer agent.

7.TRANSFER RESTRICTIONS. Shares that are received under your Award are subject to the transfer restrictions set forth in the Plan. No Share may, at any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by you (including, without limitation, by operation of law) and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

8.RIGHTS AS A STOCKHOLDER. You shall be the record owner of the Shares until or unless such Shares are reacquired by the Company pursuant to Section 4 hereof, and as record owner shall be entitled to all rights of a common stockholder of the Company, including, without limitation, voting rights with respect to the Shares and you shall receive, when paid, any cash or in-kind dividends on all of the Shares granted hereunder as to which you are the record holder on the applicable record date; provided that the Shares shall be subject to the limitations on transfer and encumbrance set forth herein. As soon as practicable following the vesting of any Shares pursuant to Section 4, certificates for the Shares which shall have vested shall be delivered to you or your legal guardian or representative unless the Company elects to issue the Shares in uncertificated form.

9.SECURITIES LAWS. The issuance and delivery of Shares shall comply with all applicable requirements of law, including (without limitation) the Securities Act, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. If the Company deems it necessary to ensure that the issuance of securities under the Plan is not required to be registered under any applicable securities laws, each Participant to whom such security would be issued shall deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company which satisfies such requirements. The certificates representing the Shares shall be subject to such stop transfer orders and other restrictions as the Committee may deem reasonably advisable, and the Company may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

10.MARKET STANDOFF. You agree that the Company (or a representative of the underwriters) may, in connection with any underwritten registration of the offering of any securities of the Company under the Securities Act, require that you not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you under the Award, for a period of time specified by the underwriter(s) (not to exceed approximately two hundred fourteen (214) days) following the effective date of the applicable registration statement of the Company filed under the Securities Act. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period. In addition, Shares that are received under your Award are subject to the transfer restrictions set forth in the Plan and any transfer

restrictions that may be described in the Company’s bylaws or charter in effect at the time of the contemplated transfer.

11.LEGENDS ON CERTIFICATES. The certificates representing the vested Shares delivered to you or registered in your name, as the case may be, as contemplated by Section 8 above shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. All certificates representing the Award shall have affixed thereto a legend in substantially the following form, or such other form as approved by the Committee, in addition to any other legends that may be required under federal or state securities laws:

TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE AMENDED AND RESTATED CLUBCORP HOLDINGS, INC. 2012 STOCK AWARD PLAN AND A RESTRICTED STOCK AWARD AGREEMENT, BETWEEN CLUBCORP HOLDINGS, INC. AND THE PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CLUBCORP HOLDINGS, INC.

12.AWARD NOT A SERVICE CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue to serve as an employee, director or consultant to the Company or any of its Affiliates. In addition, nothing in your Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as an employee, director or consultant or as any other type of service provider for the Company or any Affiliate. Neither you nor any other person shall have any claim to be granted any additional Award and there is no obligation under the Plan for uniformity of treatment of holders or beneficiaries of Awards. The terms and conditions of the Award granted hereunder or any other Award granted under the Plan (or otherwise) and the Committee’s determinations and interpretations with respect thereto and/or with respect to you and any recipient of an Award under the Plan need not be the same (whether or not you and any such other recipient are similarly situated).

13.WITHHOLDING OBLIGATIONS.

(a)At the time your Award is made, or at any time thereafter as requested by the Company, you hereby authorize the Company to satisfy its withholding obligations, if any, from payroll or any other amounts payable to you, and you further agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with your Award, to the maximum extent permitted by law. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may satisfy such tax withholding obligations, in whole or in part, by withholding otherwise deliverable Shares having an aggregate Fair Market Value equal to (but not exceeding) the minimum amount required to be withhold and/or by the sale of Shares to generate sufficient

cash proceeds to satisfy any such tax withholding obligation. You hereby authorize the Committee to take any steps as may be necessary to effect any such sale and agree to pay any costs associated therewith, including without limitation any applicable broker’s fees.

(b)Unless the tax withholding obligations of the Company, if any, are satisfied, the Company shall have no obligation to issue a certificate for such Shares or release such Shares from any escrow provided for herein.

14.TAX CONSEQUENCES. You acknowledge that you have had the opportunity to review with your own tax advisors the federal, state, local and/or foreign tax consequences of the transactions contemplated by this Agreement. You further acknowledge that you are relying solely on such advisors and not on any statements of the Company or any of its agents. You understand that you (and not the Company) shall be responsible for your personal tax liability that may arise as a result of the transactions contemplated by this Agreement. You further understand that it may be beneficial in certain circumstances to elect to be taxed as of the Date of Grant rather than when the Shares vest by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) with the Internal Revenue Service within 30 days from the Date of Grant. YOU ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF YOU REQUEST THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON YOUR BEHALF. You acknowledge that nothing in this Agreement constitutes tax advice.

15.LIMITATIONS APPLICABLE TO SECTION 16 PERSONS . Notwithstanding any other provision of the Plan or this Agreement, if you are subject to Section 16 of the Exchange Act, the Plan and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to confirm to such applicable exemptive rule.

16.NOTICES. Any notices provided for in your Award or the Plan shall be given in writing and shall be delivered by hand or sent by Federal Express, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, one (1) business day after deposit with Federal Express for overnight delivery or five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

17.MISCELLANEOUS.

(a)You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Award.

(b)You may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time-to-time, amend or revoke such designation. If no designated beneficiary survives you, your estate shall be deemed to be your beneficiary.

(c)You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

(d)The waiver by either party of compliance with any provision of the Award by the other party shall not operate or be construed as a waiver of any other provision of the Award, or of any subsequent breach by such party of a provision of the Award.

(e)The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding on you and your beneficiaries, executors, administrators, heirs and successors.

(f)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(g)This Agreement shall be governed in all respects by the laws of the State of Nevada, without regard to conflicts of laws principles thereof.

(h)This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

18.GOVERNING PLAN DOCUMENT AND ENTIRE AGREEMENT. Your Award is subject to all interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Plan and any other document, the provisions of the Plan shall control. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

EX-10.2

CLUBCORP HOLDINGS, INC.
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
2012 STOCK AWARD PLAN

ClubCorp Holdings, Inc. (the “Company”), pursuant to the Amended and Restated ClubCorp Holdings, Inc. 2012 Stock Award Plan, as amended (the “Plan”), hereby grants to Participant identified below an award (the “Award”) of that number of Performance Restricted Stock Units set forth below (the “PSUs”). This Award is subject to all of the terms and conditions set forth herein and in the Plan (collectively, the “Award Documents”), (which Plan has been provided to Participant) and is incorporated herein in its entirety. All capitalized terms not defined in this Performance Restricted Stock Agreement (this “Agreement”) shall have the meaning ascribed thereto in the Plan.

Participant
Date of Grant	February 5, 2015
January 2015 Average Stock Price/Share
Target Award (Shares)
Value of Target Award on Grant Date
Performance Period	February 1, 2015 through January 31, 2018

1.Grant. The Company hereby grants to Participant the number of PSUs as set forth above under Total Target Award, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. The Target Award shall vest in accordance with the terms of Section 2(a) below. All PSUs granted hereunder shall be credited to a separate account maintained for Participant on the books of the Company (the “Account”). On any given date, the value of each PSU credited to the Account shall equal the Fair Market Value of one share of Common Stock. The PSUs settle in accordance with Section 2(b) hereof.

2.Terms and Conditions.

(a)Vesting of Target Award. On the last day of the Performance Period (such date, the “Vesting Date”) a number of PSUs subject to the Target Award (which number may be lesser than or greater than the total number of PSUs subject to the Target Award) shall become vested and non-forfeitable based on the attainment of the performance measure set forth on Exhibit A attached hereto; provided, that, except as set forth in Section 4(b) below, Participant is employed by or providing services to the Company or any of its Affiliates on the Vesting Date. The performance measure for the Target Award is relative “Total Shareholder Return” or “TSR” (as such terms are defined on Exhibit A) for the Performance Period.

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(b)Settlement of PSUs. As soon as practicable following the date on which the Committee certifies the applicable performance measure in accordance with Exhibit A, but in no event later than March 15^th of the year following the year in which the Vesting Date occurs, vested PSUs and their associated dividend equivalents shall be settled by (i) delivering to Participant one share of Common Stock for each vested PSU, (ii) making a cash payment to Participant equal to the Fair Market Value of any fractional shares of Common Stock in respect of any vested PSUs credited to the Account, and (iii) delivering the associated dividend equivalents and other distributions in accordance with Section 3 below.

(c)Restrictions. The PSUs granted hereunder may not be sold, pledged or otherwise transferred (other than by will or the laws of descent and distribution) and may not be subject to lien, garnishment, attachment or other legal process. Participant acknowledges and agrees that, with respect to the PSUs credited to the Account, Participant has no voting rights with respect to such shares of Common Stock unless and until such PSUs are settled in shares of Common Stock pursuant to Section 2(b) hereof.

(d)Number of Shares. The number of PSUs subject to the Award may be adjusted from time to time pursuant to the provisions of Section 12 of the Plan and any and all new, substituted or additional securities to which Participant may be entitled under the terms of the Award shall likewise be subject to the terms of the Plan and this Agreement.

3.Dividend Equivalents. Each vested PSU includes the right to receive dividend equivalents in an amount equal to the amount of the cash dividends that the Participant would have received if the Participant owned the number of shares of Common Stock represented by such PSU during the Performance Period, and such dividend equivalents shall be accrued and paid to the Participant after the Committee certifies the applicable performance measure as provided in Section 2(b) above.

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4.Effect of Termination of Employment.

(a)Except as set forth in Section 4(b) below, upon the termination of Participant’s employment or service with the Company and its Affiliates, any unvested PSUs, together with any associated dividend equivalents, shall immediately and automatically, without any action on the part of the Company, be forfeited without any consideration therefor. Upon the termination of Participant’s employment or service with the Company and its Affiliates for Cause, any vested PSUs which have not been settled prior to the date of such termination of employment or service, together with any associated dividend equivalents, shall be forfeited (without payment of any consideration therefor).

(b)In the event of Participant’s termination of employment or service with the Company and its Affiliates due to death or Disability (as defined below) during the twelve (12) month period immediately preceding the Vesting Date, then Participant will vest in the number of PSUs determined by the product of (A) the number of PSUs that vest based on the attainment of the performance measure set forth onExhibit Afor the entire applicable performance period as if Participant had remained in employment or service with the Company or any of its Affiliates through the applicable vesting date, multiplied by (B) a fraction, the numerator of which is the number of days from the Date of Grant through the date of such termination and the denominator of which is the number of days in the applicable performance period. This prorated award shall be settled following the end of the applicable performance period as set forth in Section 2(b) above. In such event, Participant shall also vest in the dividend equivalents associated with the number of PSUs determined pursuant to this Section 4(b).

(c)For purposes of this Agreement, “Disability” shall mean a physical or mental condition, which in the opinion of the Company, pursuant to consistently applied guidelines, medical reports, and other evidence satisfactory to the Company, causes the Participant to be unable to perform Participant’s services, duties and obligations for the Company or any of its Affiliates for any ninety (90) days during a period of one hundred eighty (180) consecutive days due to such condition. The Company may make such determination by a physician selected by the Company and require that the Participant submit to a medical examination by such physician, or pursuant to the provision of benefits under any applicable employer-sponsored group long-term disability insurance benefit program sponsored by the Company of its Affiliates in which Participant participates. The determination of the Company shall be binding upon the Participant.

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5.Tax Withholding. At the time the Award is made, or at any time thereafter as requested by the Company, Participant hereby authorizes the Company to satisfy its withholding obligations, if any, from payroll or any other amounts payable to Participant, and Participant further agrees to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Award, to the maximum extent permitted by law. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may satisfy such tax withholding obligations, in whole or in part, by withholding otherwise deliverable shares of Common Stock having an aggregate Fair Market Value equal to (but not exceeding) the minimum amount required to be withheld and/or by the sale of shares of Common Stock to generate sufficient cash proceeds to satisfy any such tax withholding obligation. Participant hereby authorizes the Company to take any steps as may be necessary to effect any such sale and agree to pay any costs associated therewith, including without limitation any applicable broker’s fees.

6.Rights as a Stockholder. Upon and following the delivery of such shares in settlement of the PSUs, Participant shall be the record owner of the shares of Common Stock so delivered unless and until such shares of Common Stock are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a holder of shares of Common Stock, including, without limitation, voting rights, if any, with respect to such shares of Common Stock. Prior to the settlement of the PSUs in shares of Common Stock, Participant shall not be deemed for any purpose to be the owner of the shares of Common Stock underlying the PSUs.

7.Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to confirm to such applicable exemptive rule.

8.Notices. Any notices provided for in this Award or the Plan shall be given in writing and shall be delivered by hand or sent by Federal Express, certified or registered mail, return receipt requested, postage prepaid, and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to Participant, five (5) days after deposit in the United

States mail, postage prepaid, addressed to Participant at the last address Participant provided to the Company.

9.Award Not a Service Contract. The Award is not an employment or service contract, and nothing in the Award shall be deemed to create in any way whatsoever any obligation on Participant’s part to continue to serve as an employee, director or consultant to the Company or any of its Affiliates. In addition, nothing in this Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that Participant might have as an employee, director or consultant or as any other type of service provider for the Company or any Affiliate. Neither Participant nor any other person shall have any claim to be granted any additional awards and there is no obligation under

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the Plan for uniformity of treatment of holders or beneficiaries of awards. The terms and conditions of the Award granted hereunder or any other award granted under the Plan (or otherwise) and the Committee’s determinations and interpretations with respect thereto and/or with respect to Participant and any recipient of an award under the Plan need not be the same (whether or not Participant and any such other recipient are similarly situated).

10.Section 409A of the Internal Revenue Code. The intent of the parties is that the payments and benefits under this Agreement be exempt from, or to the extent not so exempt, comply with Section 409A of the Internal Revenue Code of 1986, as amended, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered to be exempt from or in compliance therewith, as applicable.

11.Miscellaneous.

(a)Participant agrees upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of this Award.

(b)All amounts credited to the Account under this Agreement shall continue for all purposes to be part of the general assets of the Company. Participant’s interest in the Account shall make Participant only a general, unsecured creditor of the Company.

(c)Participant may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may, from time-to-time, amend or revoke such designation. If no designated beneficiary survives Participant, Participant’s estate shall be deemed to be the beneficiary.

(d)Participant acknowledges and agrees that Participant has reviewed the Award in its entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting the Award and fully understands all provisions of the Award.

(e)The waiver by either party of compliance with any provision of the Award by the other party shall not operate or be construed as a waiver of any other provision of the Award, or of any subsequent breach by such party of a provision of the Award.

(f)The terms of this Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and shall be binding on Participant and Participant’s beneficiaries, executors, administrators, heirs and successors.

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(g)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(h)This Agreement shall be governed in all respects by the laws of the State of Nevada, without regard to conflicts of laws principles thereof.

(i)This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

12.Governing Plan Document and Entire Agreement. The Award is subject to all interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Plan and any other document, the provisions of the Plan shall control. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

[Signature page follows]

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ClubCorp Holdings, Inc.		Participant
By:
	Signature	Signature
Title:
Name:		Name:

Signature Page to PSU Agreement

EXHIBIT A

VESTING OF PSUs

Company Total Shareholder Return Relative to Peer Group:	Payout as Percentage of Target Award
90th percentile or above	175%
50th percentile	100%
30th percentile	50%
less than 30th percentile	0%

Payout is capped at 100% if the Company’s TSR (as defined below) is negative.

Vesting will be determined based on linear interpolation between points shown above.

1.Determination of Award. Following the end of the Performance Period, the Committee will certify the payout percentage for each target award for each applicable performance period. The PSUs subject to vesting during the applicable performance period will, together with their associated dividend equivalents, be automatically forfeited if the Company’s performance during such applicable performance period does not meet or exceed the 30th percentile. Performance at or above the threshold level will result in PSUs becoming vested as set forth below, and shares underlying such vested PSUs shall be distributed following completion of the certification described above.

2.Defined Terms. For purposes of this Agreement:

(a)“Total Shareholder Return” or “TSR” means total shareholder return as applied to the Company or any company in the Peer Group, defined as (A) the stock price at the end of the applicable performance period minus the stock price at the beginning of the applicable performance period, plus dividends and distributions made (assuming such dividends or distributions are reinvested in the common stock of the Company or any company in the Peer Group) during the applicable performance period, divided by (B) the stock price at the beginning of the applicable performance period, expressed as a percentage return.  For purposes of computing TSR, the stock price at the beginning of each performance period will be the average price of a share of common stock over all trading days that occur in the last full calendar month immediately preceding such performance period, and the stock price at the end of each performance period will be the average price of a share of common stock over all trading days that occur in the last full calendar month of such performance period.

(b)“Peer Group” means the companies listed on the S&P Leisure Time Services Select Industry Index on the first day of each

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applicable performance period (but without regard to any such company that ceases to be publicly traded prior to the expiration of such performance period).

3.Calculation. For purposes of the Award, the number of PSUs subject to the Target Award that will become vested effective as of the Vesting Date will be calculated as follows:

(a)FIRST: For the Company and for each other company in the Peer Group, determine the TSR for the Performance Period.

(b)SECOND: Rank the TSR values determined in the first step from low to high (with the company having the lowest TSR being ranked number 1, the company with the second lowest TSR ranked number 2, and so on) and determine the Company’s percentile rank based upon its position in the list by dividing the Company’s position by the total number of companies (including the Company) in the Peer Group and rounding the quotient to the nearest hundredth.

(c)THIRD: Plot the percentile rank for the Company determined in the second step into the appropriate band in the left-hand column of the table above and determine the number of PSUs vesting as a percent of the Target Award, as applicable, which is the figure in the right-hand column of the table above corresponding to that percentile rank. Use linear interpolation between points in the table above to determine the percentile rank and the corresponding PSU vesting if the Company’s percentile rank falls between two such points and is greater than the 30^thpercentile and less than 90^thpercentile.

4.Rules. The following rules apply to the computation of the number of PSUs vesting:

(d)If the Company’s TSR is negative over the applicable performance period, the payout shall not exceed 100% of target for that performance period.

(e)The minimum number of PSUs that may vest for any performance period is zero and the maximum number of PSUs that may vest for any performance period is 175% of the number of PSUs granted in respect of that performance period. No PSUs granted in respect of a performance period will vest if the percentile rank is below the 30^thpercentile for that performance period (and all such PSUs and associated dividend equivalents will be automatically forfeited).