Amendment to Non-Employee Director Compensation Plan for Golfsmith International Holdings, Inc.
This amendment outlines the compensation plan for non-employee directors of Golfsmith International Holdings, Inc. Non-employee directors receive annual retainers, additional fees for chairing committees, and meeting attendance fees. Each director is also granted deferred stock units valued at $40,000 annually, which can be exercised only after leaving the board. The company reimburses directors for travel and related expenses incurred during board service. The plan applies to directors who are not employees of the company or First Atlantic Capital, Ltd.
Exhibit 10.28
GOLFSMITH INTERNATIONAL HOLDINGS, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
April 27, 2011
Annual Retainers
Except as otherwise provided herein, Golfsmith International Holdings, Inc. (the “Company”) shall pay non-employee directors (for the purpose of this Non-Employee Directors Compensation Plan, “Non-Employee Directors” shall mean those individuals who are neither employees of the Company nor First Atlantic Capital, Ltd.) the following annual retainers in equal quarterly amounts.
| Director | $ | 48,000 | ||
| Audit Committee Chairperson | $ | 15,000 | ||
| Compensation Committee Chairperson | $ | 5,000 | ||
| Nominating Committee Chairperson | $ | 5,000 |
Meeting and Other Fees
| Board of Director’s meeting | $ | 1,500 | ||
| Committee meeting | $ | 1,000 | ||
| Other meetings or Board service (as approved by the Chairman of the Board) | $ | 1,000 |
Deferred Stock Units
Annual DSU Grant: The Company shall grant each Non-Employee Director, at the Annual Shareholder’s Meeting or as soon as permitted by applicable insider trading policies, a number of deferred stock units (“DSU”) worth the equivalent of US $40,000 at the then current stock price. DSUs will be payable and exercisable by directors only upon termination from Board Service.
Expense Reimbursement
The Company shall reimburse Non-Employee Directors for their out-of-pocket travel and related expenses incurred in attending all Board and committee meetings and other Board service.
