Amendment and Termination of TOP-FLITE® Brand License Agreement between Callaway Golf Company and Sport-Haley, Inc.
This agreement between Callaway Golf Company and Sport-Haley, Inc. terminates Sport-Haley's rights to manufacture and sell apparel under the TOP-FLITE® brand, effective January 1, 2008. Any unpaid royalties due as of December 31, 2007, are forgiven. However, Sport-Haley retains certain post-termination rights and obligations, such as the right to sell off remaining inventory and pay royalties on those sales. The agreement clarifies the ongoing responsibilities of both parties following the termination of the license for the TOP-FLITE® brand.
Exhibit 10.1
[Letterhead] Callaway® Golf
March 27, 2008 /s/DWJ
Mr. Donald W. Jewell
President and Chief Executive Officer
Sport-Haley, Inc.
4600 East 48th Avenue
Denver, Colorado 80216
Re: License Agreement Between Callaway Golf Company (as assignee from the Top-Flite Golf Company, which was assignee from Spalding Sports Worldwide, Inc.) and Sport Haley, Inc. Dated as of May 3, 2001, as Amended by Letter Agreement Dated as of June 6, 2002 and Amendment No. 2 to License Agreement Dated as of June 6, 2003 (collectively, the License Agreement)
Dear Don:
This letter will set forth Callaway Golfs and Sport Haleys understanding with respect to the manufacture and sale of apparel bearing the TOP-FLITE® brand under the above-referenced License Agreement.
Amendment No. 2 to License Agreement dated as of June 6, 2003 (Amendment No. 2) provided Sport Haley with the right to manufacture and sell apparel bearing the TOP-FLITE® brand. However, Callaway Golf and Sport Haley now desire to remove the TOP-FLITE® brand from the License Agreement. Accordingly, Callaway Golf and Sport Haley agree that, effective January 1, 2008, Amendment No. 2 is terminated. Any unpaid minimum annual royalties due Callaway Golf from Sport Haley as of December 31, 2007 under Amendment No. 2 with respect to sales of apparel bearing the TOP-FLITE® brand are extinguished and forgiven. However, Sport Haley will (a) continue to have the rights and obligations with respect to the manufacture and sale of apparel bearing the TOP-FLITE® brand that are intended to survive termination such as, by way of example only, sell-off rights as provided by Section 13.3 of the License Agreement, post-termination indemnification obligations, and the like; and (b) continue to pay Callaway Golf earned royalties with respect to all sell-off sales at the rates formerly in effect under Amendment No. 2.
[Letterhead] Callaway® Golf
Mr. Donald W. Jewell
January 11, 2008
If this accurately represents our understanding, please sign this letter in the space provided below and return it to me.
Sincerely,
/s/ Matt Christiansen |
| |
Matt Christiansen |
| |
Vice President, Global Licensing |
| |
and Accessories |
| |
|
| |
|
| |
Agreed: |
| |
|
| |
By: | /s/ Donald W. Jewell |
|
Donald W. Jewell |
| |
President and Chief Executive Officer |
| |
2