Notice of Grant and Agreement for Contingent Stock Option/SAR



 EXHIBIT 10.19 
  

			
	NOTICE OF GRANT AND AGREEMENT FOR	  	CALLAWAY GOLF COMPANY
	CONTINGENT STOCK OPTION/SAR	  	ID: 95-3797580
		  	2180 RUTHERFORD ROAD
		  	CARLSBAD, CA 92008
		
	GEORGE FELLOWS	  	PLAN: 2004 INCENTIVE PLAN

 1. Grant of Option. Effective January 29, 2009
(“Effective Date”), you have been granted a Contingent Non-qualified Stock Option / SAR (“Option”) to buy shares of Callaway Golf Company (the “Company”) Common Stock upon the following terms:

  

								
	 SHARES
	  	EXERCISE PRICE	  	SCHEDULED VESTING DATE	  	SCHEDULED EXPIRATION DATE
	 107,135
	  	$	7.85	  	January 29, 2010	  	January 29, 2019
	 107,135
	  	$	7.85	  	January 29, 2011	  	January 29, 2019
	 107,134
	  	$	7.85	  	January 29, 2012	  	January 29, 2019

 The Option is granted to you pursuant to the terms and conditions of this Notice of Grant of Stock
Option and Option Agreement (this “Agreement”), and the Company’s 2004 Incentive Plan (as amended and restated from time to time, the “Plan”), the provisions of which Plan are by this reference incorporated in
this Agreement. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling. The Company has provided you with a copy of the Plan and a prospectus for the
Plan. Capitalized terms not otherwise defined in this Agreement, including Exhibit A attached hereto, will have the meanings ascribed to them in the Plan. 
 This grant is being made subject to shareholder approval of an amendment to Section 4.3 of the Plan increasing the maximum number of shares of stock for which awards may be granted to an individual in any
calendar year. If such shareholder approval is not obtained at the 2009 annual meeting of shareholders, then the number of securities underlying the third tranche set forth above shall be reduced from 107,134 shares to 70,732 shares. 
 2. Exercise. The exercise provisions governing the Option are contingent upon the approval by the Company’s shareholders of a
proposal to increase the share reserve under the Plan at any time after the date of grant and on or before the date of exercise of the Option (the “Shareholder Approval”). If, and only if, Shareholder Approval is obtained, then upon
exercise of the Option, you may purchase the number of vested shares of the Company’s Common Stock underlying your Option by paying the exercise price to the Company, as specified in this Section 2. If, and only if, Shareholder
Approval is not obtained, then as soon as administratively practicable following your exercise of the Option, but not more than 30 days after your exercise, you shall receive, in lieu of shares, a lump sum cash payment (the “Cash
Payment”). Subject to applicable tax withholdings, as discussed below, the Cash Payment shall be in an amount equal to the number of vested shares being exercised multiplied by the excess of (i) the per share Fair Market Value (as defined
in the Plan) as of the exercise date of the Company’s Common Stock purchasable under the Option, over (ii) the per share 








 
exercise price listed above; provided, however, that in no event shall the Cash Payment per vested share be more than two and one-half times the per
share exercise price of the Option. In order to receive the Cash Payment, you must deliver a Notice of Exercise (in a form designated by the Company) to the Secretary of the Company, or to such other person as the Company may designate, during
regular business hours, together with such additional documents as the Company may then require. 
 If Shareholder Approval is obtained, the
exercise price of the Option must be paid in the form of cash, unless otherwise determined by the Board of Directors or a designated Board committee (the “Board”), in its sole discretion. Upon exercise of the Option, you must pay in
the form of a check or cash or other cash equivalents to the Company any such additional amount as the Company determines that it is required to withhold under applicable laws in respect of such exercise. Upon exercise or upon receiving a Cash
Payment, you authorize the Company and/or its Affiliate to withhold all applicable tax-related items legally payable by you from your wages or other cash compensation paid to you by the Company and/or its Affiliate or from proceeds of the sale of
shares of Common Stock or your Cash Payment. Alternatively, or in addition, if permissible under local law, the Company may (1) sell or arrange for the sale of shares of Common Stock that you acquire to meet the withholding obligation for
tax-related items, and/or (2) withhold from the shares of Common Stock otherwise issuable to you upon the exercise of the Option that number of shares having an aggregate Fair Market Value (as defined in the Plan), determined as of the date the
withholding tax obligation arises, equal to the amount of the total withholding tax obligation; provided, however, that, the number of shares so withheld shall not have an aggregate Fair Market Value in excess of the minimum required withholding.
You acknowledge that the ultimate liability for all tax-related items legally due by you is and remains your responsibility and that Company and/or its Affiliate (a) makes no representations or undertakings regarding the treatment of any
tax-related items in connection with any aspect of the option grant, including the grant, vesting or exercise of the option, the Cash Payment in lieu of shares, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the
receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Option to reduce or eliminate your liability for tax-related items. 
 3. Vesting. Subject to Section 4 (Term and Termination) and Section 5 (Cancellation, Forfeiture and
Rescission) of this Agreement, and subject to the accelerated vesting provisions, if any, set forth in any employment agreement between you and the Company or its Affiliate, as the same may be amended, modified, extended or renewed from time to
time, the Option shall vest in accordance with the vesting schedule set forth above subject to your Continuous Service through the applicable vesting dates. The Board may, in its discretion, accelerate the vesting schedule (in which case it may
impose whatever conditions it considers appropriate on the accelerated portion). In addition, the entire Option shall vest and become exercisable immediately prior to any Change in Control, if you are in the Continuous Service of the Company or its
Affiliate at that time (or if you are not in such Continuous Service at that time but had remained in such Continuous Service through December 15, 2011), provided, however, that the Board of Directors, in its sole discretion, may provide that
such Option does not vest and become exercisable immediately prior to any such Change in Control, and instead provide that the Option shall be assumed or that an equivalent option or right shall be substituted by a successor company, in which case
the amount and price of such assumed or substituted option shall be determined by adjusting the amount and price of the Option consistent with the terms of the transaction giving rise to the Change in Control. Notwithstanding the foregoing, if the
Board elects to provide that the Option does not vest in connection with a Change in Control and your Continuous Service is terminated for any reason within one year following such Change in Control, then the entire assumed or substituted option
shall vest and become exercisable immediately upon such termination of your Continuous Service. For purposes hereof, “Change in Control” shall have the meaning set forth in Exhibit A attached hereto. 
  

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 4. Term and Termination. Except as otherwise provided in this section, and subject
to Section 3 (Vesting) and Section 5 (Cancellation, Forfeiture and Rescission), if you cease for any reason (including death) to provide Continuous Service to the Company or its Affiliate, that portion of the Option which has
not yet vested shall be immediately terminated and that potion of the Option which has vested shall expire on the earlier of (i) the scheduled expiration date set forth above or (ii) one (1) year from the date on which you cease to
provide Continuous Service to the Company or its Affiliate. Notwithstanding the preceding sentence, if you provide Continuous Service to the Company or its Affiliates through December 15, 2011, then subject to Section 3 (Vesting)
and Section 5 (Cancellation, Forfeiture and Rescission) hereof and subject to the conditions set forth in (A) – (D) below, the Option shall continue to vest in accordance with the vesting schedule set forth above despite
any subsequent termination of such Continuous Service and the Option shall expire on the earlier of (i) the scheduled expiration date set forth above or (ii) in the case of an Option that has vested, three (3) years from the date on
which you cease to provide Continuous Service to the Company or its Affiliate for any reason including death, all of which shall be provided and only for so long as you (A) execute and deliver a fully effective release in the form attached
hereto as Exhibit B within sixty (60) days after the date of termination of Continuous Service, (B) choose not to engage in any business or venture that competes with the business of the Company or any of its affiliates, (C) do
not harm, injure or disparage the Company or its directors, officers, employees, agents affiliates, vendors, products, customers or their successors, and (D) continue to comply with your post-termination obligations under any applicable
employment agreement or other agreement with the Company. 
 5. Cancellation, Forfeiture and Rescission. 
 (a) If during your Continuous Service or during any period thereafter that you are receiving Special Severance from the Company,
you directly or indirectly disclose or misuse any confidential information or trade secrets of the Company then: 
 (1)
any unexercised portion of the Option is automatically cancelled as of the date you first committed the act or acts described above (the “Cancellation Date”); and 
 (2) any exercise of all or any portion of the Option exercised on or after the Cancellation Date or during the “Look-Back
Period” preceding the Cancellation Date shall be rescinded, and you shall be required to pay to the Company, within ten days of receiving written notice from the Company, the amount of any gain realized as the result of any such rescinded
exercise (the “Option Gain”). 
 The Company shall notify you in writing of any such rescission within two years of any such exercise. If you are
still providing Continuous Service on the Cancellation Date, the “Look-Back Period” is ninety days. If you are no longer providing Continuous Service on the Cancellation Date, the “Look-Back Period” is the longer of ninety days
or the number of days elapsed from the date of termination of your Continuous Service to the Cancellation Date. For purposes of this Agreement, an “indirect” use of the Company’s confidential information or trade secrets shall be
presumed to have occurred if you take a comparable position with a competitor in which case you shall have the burden of proving that no use or disclosure of confidential information or trade secrets occurred or 

  

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will occur. For purposes of this Agreement, and in the absence of proof of actual gain on the date of exercise, “Option Gain” shall mean the New
York Stock Exchange closing price on the date of exercise minus the exercise price of the Option, multiplied by the number of shares you purchased upon the exercise, without regard to any subsequent market price decrease or increase. 
 (b) In lieu of paying to the Company any Option Gain required to be paid to Company pursuant to this Section 5, you may
return to the Company the number of shares purchased upon exercise of the Option. You hereby agree that the Company may set off against any amount the Company may now or hereafter owe you the amount of any Option Gain required to be paid by you to
Company under this Section 5. This Section 5 does not limit any other legal or equitable remedy available to the Company. As a condition of each exercise of all or any portion of the Option, you will be required to certify to
the Company on a form of notice of exercise acceptable to the Company that you have not committed any of the acts described in paragraph (a) above. 
 You acknowledge that you have read each provision of this Section 5 and have had an opportunity to ask questions with respect to this Section. You acknowledge that you understand that the Company is granting the Option
subject to the terms of this Section 5. 
             
(Optionee) 
 6. Nature of Grant. In accepting the grant, you acknowledge that: 
 (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or
terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement; 
 (b) the grant of
the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options (other than cash in lieu of options as provided in Section 2), even if options
have been granted repeatedly in the past, and all decisions with respect to future option grants, if any, will be at the sole discretion of the Company; 
 (c) your participation in the Plan shall not create a right to Continued Service with the Company or an Affiliate and shall not interfere with the ability the Company or an Affiliate to terminate your service
relationship at any time with or without cause; 
 (d) you are voluntarily participating in the Plan; 
 (e) the Option is an extraordinary benefit and is not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company or an Affiliate; 
 (f) the future value of
the underlying shares of Common Stock is unknown and cannot be predicted with certainty, and if the underlying shares of Common Stock do not increase in value, the Option will have no value, and if you exercise your Option and obtain shares of
Common Stock, the value of those shares of Common Stock acquired upon exercise may increase or decrease in value, even below the exercise price; and 
  

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 (g) in consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from termination of the Option or diminution in value of the Option or shares of Common Stock purchased through exercise of the Option resulting from termination of your Continuous Service by the Company or an
Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and you irrevocably release the Company and its Affiliates from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen, then, by signing this Agreement, you shall be deemed irrevocably to have waived your entitlement to pursue such claim. 
 7. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Option granted under and participation in the Plan or future options that may be
granted under the Plan by electronic means or to request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through
an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 
 8.
Taxable Event. You acknowledge that the issuance of the Option shares or cash in lieu of shares will have significant tax consequences to you and you are hereby advised to consult with your own tax advisors concerning such tax
consequences. A general description of the U.S. federal income tax consequences related to option awards is set forth in the Plan Prospectus. 
 9. Amendment. This Agreement may be amended only by a writing executed by the Company and you which specifically states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended
solely by the Board by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without
your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result
of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Option which is then subject to restrictions
as provided herein. 
 10. Miscellaneous. 
 (a) The rights and obligations of the Company under this Agreement will be transferable by the Company to any one or more persons
or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. 
 (b) 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 Agreement. 
  

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 (c) You acknowledge that the Option granted to you under the Plan, and its
underlying shares of Common Stock or Cash Payments, are subject to all general Company policies as amended from time to time, including the Company’s insider trading policies. 
 11. Severability. The provisions of this Agreement shall be deemed to be severable and the invalidity or unenforceability of any
provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is held to be invalid or unenforceable under present or
future laws effective during the term of this Agreement, such provision shall be fully severed, and in lieu thereof there shall automatically be added as part of this Agreement a suitable and equitable provision in order to carry out, so far as may
be valid and enforceable, the intent and purpose of such invalid or unenforceable provision. 
 12. Governing Law. This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware and applicable federal law. 
 13. Irrevocable Arbitration of Disputes. 
 (a) You and the Company agree that any dispute,
controversy or claim arising hereunder or in any way related to this Agreement, its interpretation, enforceability, or applicability, that cannot be resolved by mutual agreement of the parties shall be submitted to binding arbitration. The parties
agree that arbitration is the parties’ only recourse for such claims and hereby waive the right to pursue such claims in any other forum, unless otherwise provided by law. Any court action involving a dispute which is not subject to arbitration
shall be stayed pending arbitration of arbitrable disputes. 
 (b) You and the Company agree that the arbitrator shall
have the authority to issue provisional relief. You and the Company further agree that each has the right, pursuant to California Code of Civil Procedure section 1281.8, to apply to a court for a provisional remedy in connection with an arbitrable
dispute so as to prevent the arbitration from being rendered ineffective. 
 (c) Any demand for arbitration shall be in
writing and must be communicated to the other party prior to the expiration of the applicable statute of limitations. 
 (d) The arbitration shall be administered by JAMS pursuant to its Employment Arbitration Rules and Procedures. The arbitration shall be conducted in San Diego by a former or retired judge or attorney with at least 10 years experience in
employment-related disputes, or a non-attorney with like experience in the area of dispute, who shall have the power to hear motions, control discovery, conduct hearings and otherwise do all that is necessary to resolve the matter. The parties must
mutually agree on the arbitrator. If the parties cannot agree on the arbitrator after their best efforts, an arbitrator will be selected from JAMS pursuant to its Employment Arbitration Rules and Procedures. The Company shall pay the costs of the
arbitrator’s fees. 
 (e) The arbitration will be decided upon a written decision of the arbitrator stating the
essential findings and conclusions upon which the award is based. The arbitrator shall have the authority to award damages, if any, to the extent that they are available under applicable law(s). The arbitration award shall be final and binding, and
may be entered as a judgment in any court having competent jurisdiction. Either party may seek review pursuant to California Code of Civil Procedure section 1286, et seq. 
  

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 (f) It is expressly understood that the parties have chosen arbitration to avoid the
burdens, costs and publicity of a court proceeding, and the arbitrator is expected to handle all aspects of the matter, including discovery and any hearings, in such a way as to minimize the expense, time, burden and publicity of the process, while
assuring a fair and just result. In particular, the parties expect that the arbitrator will limit discovery by controlling the amount of discovery that may be taken (e.g., the number of depositions or interrogatories) and by restricting the scope of
discovery only to those matters clearly relevant to the dispute. However, at a minimum, each party will be entitled to at least one (1) deposition and shall have access to essential documents and witnesses as determined by the arbitrator. 

 (g) The provisions of this Section shall survive the expiration or termination of the Agreement, and shall be binding
upon the parties. 
 THE PARTIES HAVE READ SECTION 13 AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED ABOVE. 
  

			
	             (Company)	  	             (Optionee)

 14. Data Privacy. You hereby explicitly and unambiguously consent to the
collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, your employer, and the Company and its subsidiaries and affiliates for the exclusive purpose of implementing,
administering and managing your participation in the Plan. 
 You understand that the Company and your employer may hold
certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or
directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan
(“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the
recipients’ country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources
representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan, including any
requisite transfer of such Data as may be required to a broker or other third party with whom you may elect to deposit any shares of stock acquired upon exercise of the Option. You understand that Data will be held only as long as is necessary to
implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or
withdraw the consents herein, without cost, by contacting in writing your local human resources representative. You 

  

 7. 








 
understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the
consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. 
  

											
		 	CALLAWAY GOLF COMPANY	 		 	OPTIONEE
				
	

	 		 		 	
					
		 	By:	 	 	 		 	 
		 		 	Samuel H. Armacost	 		 	George Fellows
		 		 	Chair of Compensation and	 		 		 	
		 		 	Management Succession Committee	 		 		 	

  

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 EXHIBIT A 
 1. “Affiliate” means the Company’s “parent” or “subsidiary” as such terms are defined in Rule 405 of the Securities Act (together “Affiliates”). The Board shall have
the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition of Affiliate. 
 2. A “Change in Control” means the following and shall be deemed to occur if any of the following events occurs: 
 (a) Any person, entity or group, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”) but excluding the Company and its subsidiaries and any employee benefit or stock ownership plan of the Company or its subsidiaries and also excluding an underwriter or underwriting syndicate that has acquired the
Company’s securities solely in connection with a public offering thereof (such person, entity or group being referred to herein as a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 30% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors; or 
 (b) Individuals who, as of the effective date hereof, constitute the Board of Directors of the Company (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of Directors of the Company, provided that any individual who becomes a director after the effective date hereof whose election, or nomination for election by the
Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered to be a member of the Incumbent Board unless that individual was nominated or elected by any Person
having the power to exercise, through beneficial ownership, voting agreement and/or proxy, 20% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to
vote generally in the election of directors, in which case that individual shall not be considered to be a member of the Incumbent Board unless such individual’s election or nomination for election by the Company’s shareholders is approved
by a vote of at least two-thirds of the directors then comprising the Incumbent Board; or 
 (c) Consummation by the Company
of the sale, lease, exchange or other disposition (in one transaction or a series of related transactions) by the Company of all or substantially all of the Company’s assets or a reorganization or merger or consolidation of the Company with any
other person, entity or corporation, other than 
 (i) a reorganization or merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior thereto (or, in the case of a reorganization or merger or consolidation that is preceded or accomplished by an acquisition or series of related acquisitions by any Person, by tender or
exchange offer or otherwise, of voting securities representing 5% or more of the combined voting power of all securities of the Company, immediately prior to such acquisition or the first acquisition in such series of acquisitions) continuing to
represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50% of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such
reorganization or merger or consolidation (or series of related transactions involving such a reorganization or merger or consolidation), or 







 (ii) a reorganization or merger or consolidation effected to implement a recapitalization
or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor; or 
 (d) Approval by the shareholders of the Company or an order by a court of competent jurisdiction of a plan of complete liquidation or
dissolution of the Company. 
 3. “Continuous Service” means that your service with the Company or its Affiliates, whether
as an employee, director or consultant, is not interrupted or terminated. A change in the capacity in which you render service to the Company or an Affiliate as an employee, consultant or director or a change in the entity for which you render such
service, provided that there is no interruption or termination of the your service with the Company or an Affiliate, shall not terminate your Continuous Service. For example, a change in status from an employee of the Company to a consultant of a
subsidiary or to a director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in the Option only to such
extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to you, or as otherwise required by law. 
  

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 EXHIBIT B 
 RELEASE OF CLAIMS – GENERAL RELEASE 
 This Release of Claims – General Release
(“Release”) is effective as of the date provided for in Section 10 below, and is made by and between George Fellows (“Employee”), and Callaway Golf Company (the “Company”), a Delaware corporation.
This Release is entered into in light of the fact that Employee’s employment with the Company will terminate and Employee will be eligible to receive certain post-termination rights or benefits only if Employee executes and delivers this
Release to the Company. 
 1. Consideration. In consideration for the payment or provision of such post-termination rights or
benefits, Employee agrees to the terms and provisions set forth in this Release. 
 2. Release. 
 (a) Employee hereby irrevocably and unconditionally releases and forever discharges the Company, its predecessors, successors,
subsidiaries, affiliates and benefit plans, and each and every past, present and future officer, director, employee, representative and attorney of the Company, its, predecessors, successors, subsidiaries, affiliates and benefit plans, and their
successors and assigns (collectively referred to herein as the “Releasees”), from any, every, and all charges, complaints, claims, causes of action, and lawsuits of any kind whatsoever, including, to the extent permitted under the law, all
claims which Employee has against the Releasees, or any of them, arising from or in any way related to circumstances or events arising out of Employee’s employment by the Company, including, but not limited to, harassment, discrimination,
retaliation, failure to progressively discipline Employee, termination of employment, violation of state and/or federal wage and hour laws, violations of any notice requirement, violations of the California Labor Code, or breach of any employment
agreement, together with any and all other claims Employee now has or may have against the Releasees through and including Employee’s date of termination from the Company, provided, however, that Employee does not waive or release the right to
enforce the Agreement, the right to enforce any stock option, restricted stock, retirement, welfare or other benefit plan, agreement or arrangement, or any rights to indemnification or reimbursement, whether pursuant to charter and by-laws of the
Company or its affiliates, applicable state laws, D&O insurance policies or otherwise. EMPLOYEE ALSO SPECIFICALLY AGREES AND ACKNOWLEDGES THAT EMPLOYEE IS WAIVING ANY RIGHT TO RECOVERY AGAINST RELEASEES BASED ON STATE OR FEDERAL AGE, SEX,
PREGNANCY, RACE, COLOR, NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS, DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION, TITLE VII, THE AMERICANS WITH DISABILITIES ACT,
THE CALIFORNIA FAIR HOUSING AND EMPLOYMENT ACT, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE FAMILY MEDICAL RIGHTS ACT, THE CALIFORNIA FAMILY RIGHTS ACT OR BASED ON THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OR THE WORKER ADJUSTMENT AND
RETRAINING NOTIFICATION ACT, ALL AS AMENDED, WHETHER SUCH CLAIM BE BASED UPON AN ACTION FILED BY EMPLOYEE OR A GOVERNMENTAL AGENCY. 
 (b) Employee understands that rights or claims under the Age Discrimination in Employment Act of 1967 (29 U.S.C. § 621, et seq.) that may arise after the date this Release is executed are not waived. Nothing in this Release
shall be construed to prohibit Employee from exercising Employee’s right to file a charge with the Equal Employment Opportunity Commission or from participating in any investigation or proceeding conducted by the Equal Employment Opportunity
Commission. 
  

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 (c) Employee understands and agrees that if Employee files such a charge, the Company has
the right to raise the defense that the charge is barred by this Release. 
 3. Employee also waives all rights under Section 1542 of
the Civil Code of the State of California. Section 1542 provides as follows: 
 A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor. 
 4. Governing Law. This Release shall be construed and enforced in accordance with the internal laws of the State of California. 
 5. Binding Effect. This Release shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns. 
 6. Irrevocable Arbitration of Disputes. 
 (a) Employee and the Company agree that any dispute, controversy or claim arising hereunder or in any way related to this Release, its
interpretation, enforceability, or applicability, or relating to Employee’s employment, or the termination thereof, that cannot be resolved by mutual agreement of the parties shall be submitted to binding arbitration. This includes, but is not
limited to, alleged violations of federal, state and/or local statutes, claims based on any purported breach of duty arising in contract or tort, including breach of contract, breach of the covenant of good faith and fair dealing, violation of
public policy, violation of any statutory, contractual or common law rights, but excluding workers’ compensation, unemployment matters, or any matter falling within the jurisdiction of the state Labor Commissioner. The parties agree that
arbitration is the parties’ only recourse for such claims and hereby waive the right to pursue such claims in any other forum, unless otherwise provided by law. Any court action involving a dispute which is not subject to arbitration shall be
stayed pending arbitration of arbitrable disputes. 
 (b) Employee and the Company agree that the arbitrator shall have
the authority to issue provisional relief. Employee and the Company further agree that each has the right, pursuant to California Code of Civil Procedure Section 1281.8, to apply to a court for a provisional remedy in connection with an
arbitrable dispute so as to prevent the arbitration from being rendered ineffective. 
 (c) Any demand for arbitration
shall be in writing and must be communicated to the other party prior to the expiration of the applicable statute of limitations. 
 (d) The arbitration shall be conducted pursuant to the procedural rules stated in the National Rules for Resolution of Employment Disputes of the American Arbitration Association (“AAA”). The arbitration
shall be conducted in San Diego by a former or retired judge or attorney with at least 10 years experience in employment- related disputes, or a 

  

 4. 








 
non-attorney with like experience in the area of dispute, who shall have the power to hear motions, control discovery, conduct hearings and otherwise do
all that is necessary to resolve the matter. The parties must mutually agree on the arbitrator. If the parties cannot agree on the arbitrator after their best efforts, an arbitrator from the Judicial Arbitration and Mediation Service will be
selected pursuant to the American Arbitration Association National Rules for Resolution of Employment Disputes. The Company shall pay the costs of the arbitrator’s fees. 
 (e) The arbitration will be decided upon a written decision of the arbitrator stating the essential findings and conclusions upon which
the award is based. The arbitrator shall have the authority to award damages, if any, to the extent that they are available under applicable law(s). The arbitration award shall be final and binding, and may be entered as a judgment in any court
having competent jurisdiction. Either party may seek review pursuant to California Code of Civil Procedure Section 1286, et seq. 
 (f) It is expressly understood that the parties have chosen arbitration to avoid the burdens, costs and publicity of a court proceeding, and the arbitrator is expected to handle all aspects of the matter, including
discovery and any hearings, in such a way as to minimize the expense, time, burden and publicity of the process, while assuring a fair and just result. In particular, the parties expect that the arbitrator will limit discovery by controlling the
amount of discovery that may be taken (e.g., the number of depositions or interrogatories) and by restricting the scope of discovery only to those matters clearly relevant to the dispute. However, at a minimum, each party will be entitled to at
least one deposition and shall have access to essential documents and witnesses as determined by the arbitrator. 
 (g)
The provisions of this section shall survive the expiration or termination of the Release, and shall be binding upon the parties. 
 THE PARTIES
HAVE READ SECTION 6 AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED ABOVE. 
  

			
	             (Employee)	  	             (Company)

 7. Counterparts. This Release may be executed in one or more counterparts which, when fully
executed by the parties, shall be treated as one agreement. 
 8. Advice of Counsel. The Company hereby advises Employee in writing to
discuss this Release with an attorney before executing it. Employee further acknowledges that the Company will provide Employee twenty-one (21) days within which to review and consider this Release before signing it. Should Employee decide not
to use the full twenty-one (21) days, then Employee knowingly and voluntarily waives any claims that he was not in fact given that period of time or did not use the entire twenty-one (21) days to consult an attorney and/or consider this
Release. 
 9. Right to Revoke. The parties acknowledge and agree that Employee may revoke this Release for up to seven
(7) calendar days following Employee’s execution of this Release and that it shall not become effective or enforceable until the revocation period has expired. The parties further acknowledge and agree that such revocation must be in
writing addressed to Steven C. McCracken, Senior Executive Vice President and Chief Administrative Officer, Callaway Golf Company, 2180 Rutherford Road, Carlsbad, California 92008, and received no later than midnight on the seventh day following the
execution of this Release by Employee. If Employee revokes this Release under this section, it shall not be effective or enforceable, and Employee will not receive the consideration described in Section 1 above. 
  

 5. 








 10. Effective Date. If Employee does not revoke this Release in the timeframe specified in
Section 9 above, the Release shall become effective at 12:01 a.m. on the eighth day after it is fully executed by the parties. 
 11.
Severability. In the event any provision or provisions of this Release is or are held invalid, the remaining provisions of this Release shall not be affected thereby. 
 IN WITNESS WHEREOF, the parties hereto have executed this Release on the dates set forth below, to be effective as of the date set forth in
Section 10 above. 
  

									
	Employee	 		 	 Company
 Callaway Golf Company, a
Delaware corporation

				
	 	 		 	By:	 	 
	George Fellows	 		 		 	[Authorized Signature]
					
	Dated:	 	 	 		 	Dated:	 	 

  

 6.