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                                                                   EXHIBIT 10.50

NOTICE OF GRANT OF STOCK                            CALLAWAY GOLF COMPANY
OPTION AND OPTION AGREEMENT                         ID: 95-3797580
                                                    2180 RUTHERFORD ROAD
                                                    CARLSBAD, CA 92008

WILLIAM C. BAKER                             OPTION DATE: NOVEMBER 23, 2004
                                             PLAN: 2004 EQUITY INCENTIVE PLAN

         1. GRANT OF OPTION. Effective November 23, 2004 ("Effective Date"), you
have been granted a Non-qualified Stock Option ("Option") to buy shares of
Callaway Golf Company (the "Company") common stock upon the following terms:

<TABLE>
<CAPTION>
 SHARES            EXERCISE PRICE            SCHEDULED VESTING DATE              SCHEDULED EXPIRATION DATE
 ------            --------------            ----------------------              -------------------------
<S>                <C>                       <C>                                 <C>
166,667                $11.62                   November 23, 2005                    November 23, 2014
166,667                $11.62                   November 23, 2006                    November 23, 2014
166,666                $11.62                   November 23, 2007                    November 23, 2014
</TABLE>

      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 Equity 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.

      The exercise price must be paid in the form of cash, unless otherwise
determined by the Board of Directors or committee administering the Plan
("Committee") in their sole discretion.

      2. VESTING. Subject to Section 3 (Term and Termination) and Section 4
(Cancellation, Forfeiture and Rescission) of this Agreement, the Option shall
vest in accordance with the vesting schedule set forth above. Notwithstanding
Section 15.3.1 of the Plan, except as otherwise set forth in this section, the
vesting of the Option shall not be accelerated upon a Change in Control (as such
term is defined in the Plan). The Committee may also in its discretion
accelerate the vesting schedule of all or any part of the Option (in which case
it may impose whatever conditions it considers appropriate on the accelerated
portion). Notwithstanding anything else in this Agreement to the contrary, if
there is a cancellation, forfeiture or recission of this Option prior to the
vesting of any part of this Option for any reason (including upon a Change in
Control) other than pursuant to (i) Section 4 below, (ii) Employee's voluntary
termination of his employment or (iii) the Company's termination of Employee's
employment for substantial cause, then immediately prior to any such
cancellation, forfeiture or recission, 50,000 Option shares shall be deemed to
have vested on an accelerated basis.

      3. TERM AND TERMINATION. Subject to Section 4 (Cancellation, Forfeiture
and Rescission) hereof, 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, one (1) year from the date on which you cease to be an employee of
the Company or its subsidiary for any reason including death. Subject to Section
2 (Vesting), if you cease for any reason to be an employee of the Company or its
subsidiary, that portion of the Option which has not yet vested shall be
terminated.

      4. CANCELLATION, FORFEITURE AND RESCISSION.

            (a) If during your employment, 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

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            Date, or during the ninety day 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. 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) For purposes of this Section 4, ownership of interests in a
broadly based mutual fund shall not constitute ownership of the stocks held by
the fund. In lieu of paying to the Company any Option Gain required to be paid
to Company pursuant to this Section 4, 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 4. This Section 4 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 4 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 4.

                                                           __________ (OPTIONEE)

      5. 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.

      6. 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.

      7. ARBITRATION.

            (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. YOU AND THE COMPANY ALSO
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 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 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. YOU AND THE COMPANY MUST MUTUALLY AGREE ON THE ARBITRATOR.
IF THE PARTIES CANNOT AGREE ON THE ARBITRATOR AFTER THEIR BEST EFFORTS, AN
ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION 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.

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            (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 THE
FEDERAL ARBITRATION ACT.

            (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. THE
ARBITRATOR SHALL ALLOW REASONABLE DISCOVERY, BUT SHALL CONTROL THE AMOUNT AND
SCOPE OF DISCOVERY.

            (g) THE PROVISIONS OF THIS SECTION 7 SHALL SURVIVE THE EXPIRATION OR
TERMINATION OF THE AGREEMENT, AND SHALL BE BINDING UPON THE PARTIES.

THE PARTIES HAVE READ SECTION 7 AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE
IDENTIFIED ABOVE.

                                                            _________ (OPTIONEE)

            IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the Effective Date.

CALLAWAY GOLF COMPANY                            WILLIAM C. BAKER

By: /s/ Samuel H. Armacost                       /s/ William C. Baker
    -----------------------------------          -------------------------------
    Samuel H. Armacost                           Optionee ID: ###-##-####
    Chair, Compensation and Management
    Succession Committee

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