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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 16, 2006
Adams Golf, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-24583 75-2320087
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (302) 427-5892
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):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under
the Exchange Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
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On February 16th, 2006, we executed an employment contract
with Mr. Barney Adams, Chairman of our Board of Directors. The
term of this employment agreement runs retroactively from January
1, 2006 until December 31, 2008, unless earlier terminated. Mr.
Adams will receive an annual base salary of $254,400 during the
term of the agreement. Mr. Adams will serve as our non-executive
Chairman of the Board of Directors pursuant to the agreement and
will perform such duties as would be reasonably expected of a non-
executive Chairman of the Board of Directors of a similarly
capitalized corporation.
The agreement may be terminated without cause by us (a
"termination without cause") at anytime, by Mr. Adams (a
"termination without good reason") upon delivery of 60 days
written notice, or by the mutual agreement of Mr. Adams and us.
We can terminate "for cause" if Mr. Adams (a) deliberately and
intentionally breaches any material provision of the agreement
without curing such a breach within 30 days of written notice of
the breach; (b) deliberately and intentionally engages in gross
misconduct that is materially harmful to our best interests; or
(c) is convicted of a felony or crime involving moral turpitude,
fraud or deceit. Mr. Adams can terminate "for good reason" upon
delivery of 30 days written notice if we (a) materially breach
any provision or fail to perform any covenant of the agreement
without curing such breach or failure to perform within 30 days
of written notice of the breach or failure to perform; (b)
substantially reduce Mr. Adams' title, position, reporting
requirements, responsibilities or duties which shall not be
remedied within 30 days notice from Mr. Adams; (c) reduce Mr.
Adams' base compensation; (d) fail to obtain a written agreement
from any successor to assume the obligations of this agreement
five days before a merger, consolidation or sale of all or
substantially all of our assets or (e) deliver to Mr. Adams
written notice of our approval for Mr. Adams to tender his
resignation with good reason.
In the event that either we terminate the employment
agreement without cause or Mr. Adams terminates for good reason,
then Mr. Adams will be entitled to his annual base salary for a
period of one year after such termination plus any accrued but
unpaid base salary as of the date of such termination.
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SIGNATURE
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: February 17, 2006 By: /s/ Eric Logan
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Eric Logan
Chief Financial Officer
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