GOLFSMITH INTERNATIONAL HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PLAN April 27, 2011
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.
