Officer Employment Agreement



 Exhibit 10.1 
 CALLAWAY GOLF COMPANY 
 OFFICER EMPLOYMENT AGREEMENT 

This Officer Employment Agreement (“Agreement”) is entered into as of February 24, 2012 (the “Effective Date”)
by and between Callaway Golf Company, a Delaware corporation, (the “Company”) and Oliver G. Brewer, III (“Employee”). 
 1. TERM. The Company hereby employs Employee and Employee hereby accepts employment pursuant to the terms and provisions of this Agreement for the period commencing March 5, 2012 and
terminating April 30, 2013, unless this Agreement is earlier terminated as hereinafter provided. If Employee is still employed upon expiration of this Agreement, Employee’s status shall be one of at-will employment At all times during the
term of this Agreement, Employee shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations, including, but not limited to, laws and regulations governing unemployment insurance,
workers’ compensation, industrial accident, labor and taxes. 
 2. TITLE; Positions. 

(a) Employee shall serve as President and Chief Executive Officer of the Company. Employee’s duties shall be the usual and customary
duties of the offices in which Employee serves. Employee shall report to the Board of Directors. 
 (b) No later than the next
regularly scheduled meeting of the Board of Directors following Employee’s commencement of employment, Employee shall be appointed to the Board of Directors to fill a vacancy or newly created directorship. So long as Employee continues to meet
the standards required of a director, Employee shall continue to be nominated for election as a director at each subsequent annual meeting of shareholders during the term of Employee’s employment. Employee acknowledges that he will not be
deemed to be an independent director while serving as Chief Executive Officer. Notwithstanding the foregoing, if Employee’s employment is terminated for any reason whatsoever, Employee agrees to resign immediately from the Board of Directors
and from any and all positions Employee has as an officer or director of any of the Company’s direct or indirect subsidiaries and any other entity in which the Employee is serving as an officer or director at the request of the Company.

 3. SERVICES TO BE EXCLUSIVE. Employee agrees to devote Employee’s full productive time and best efforts to the
performance of Employee’s duties hereunder pursuant to the supervision and direction of the Company’s Board of Directors. Employee further agrees, as a condition to the performance by the Company of each and all of its obligations
hereunder, that so long as Employee is employed by the Company, Employee will not directly or indirectly render services of any nature to, otherwise become employed by, or otherwise participate or engage in any other business, including serving as a
member of the board of directors of any other public or private entities, without the Company’s prior written consent. Nothing herein contained shall be deemed to preclude Employee from having outside personal investments and involvement with
appropriate community or charitable activities, or from devoting a reasonable amount of time to such matters, provided that this shall in no manner interfere with or derogate from Employee’s work for the Company or result in a potential
conflict of interest. 
 4. COMPENSATION. 
 (a) Base Salary. In accordance with the Company’s usual review and pay practices, the Company agrees to pay Employee a base salary at the rate of $700,000 per year (prorated for any partial
years of employment), payable in equal installments on regularly scheduled Company pay dates. Employee’s base salary will be reviewed on an annual basis by the Board of Directors or committee thereof. 

(b) Annual Bonus. The Company shall provide Employee an opportunity to earn an annual bonus based upon participation in the
Company’s applicable bonus plan as it may or may not exist from time to time. Employee’s bonus target percentage is 100% of Employee’s annual base salary. Any annual bonus earned pursuant to an applicable bonus plan shall be payable
in the first quarter of the following year. 







 (c) Long-Term Incentives. 

(i) The Compensation and Management Succession Committee shall grant to Employee stock appreciation rights with regard to 800,000 shares
of the Company’s common stock. This award (1) shall be made effective as of Employee’s date of hire, (2) shall be at an exercise price equal to the closing price of the Company’s common stock on the effective date of grant,
(3) shall be scheduled to vest over a three year period with one-third scheduled to vest on each of the first three anniversaries of the date of grant, (4) shall be for a term of five years, and (5) shall be upon such other terms as
are set forth in the Company’s form of stock appreciation right award agreement. 
 (ii) The Compensation and Management
Succession Committee shall grant to Employee 300,000 shares of restricted stock units (the “Initial RSUs”). This award (1) shall be made effective as of Employee’s date of hire, (2) shall be scheduled to vest in full on the
third anniversary of the date of grant and (3) shall be upon such other terms as are set forth in the Company’s form of restricted stock units award agreement. 
 (iii) Beginning January 1, 2013, the Company shall provide Employee an opportunity to participate in the Company’s applicable long-term incentive programs as they may or may not exist from time
to time. 
 5. EXPENSES AND BENEFITS. 
 (a) Reasonable and Necessary Expenses. In addition to the compensation provided for in Section 4, the Company shall reimburse Employee for all reasonable, customary and necessary expenses
incurred in the performance of Employee’s duties hereunder. Employee shall first account for such expenses in accordance with the policies and procedures set by the Company from time to time for reimbursement of such expenses. The amount,
nature, and extent of such expenses shall always be subject to the control, supervision and direction of the Company and its Board of Directors, or its designee. 
 (b) Paid Time Off. Employee shall accrue paid time off in accordance with the terms and conditions of the Company’s Paid Time Off Program, as may be modified from time to time. Subject to the
maximum accrual permitted under the Paid Time Off Program, Employee shall accrue paid time off at the rate of twenty-five (25) days per year. The time off may be taken any time during the year subject to prior approval by the Company. The
Company reserves the right to pay Employee for unused, accrued benefits in lieu of providing time off. 
 (c) Insurance/Death
Benefit. During Employee’s employment with the Company pursuant to this Agreement, the Company shall provide the following: 
 (i) Employee may participate in the Company’s health insurance and disability insurance plans as the same may be modified from time to time; 

(ii) Subject to all applicable laws, and satisfaction of the conditions set forth below, Employee may be eligible for an additional
disability benefit if Employee becomes permanently disabled. Permanent Disability shall be defined as Employee’s failure to perform or being unable to perform all or substantially all of Employee’s duties under this Agreement for a
continuous period of six (6) months or more on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by
the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event that Employee is declared permanently disabled (the “Permanent Disability Date”), then Employee
shall be entitled to (i) any compensation accrued and unpaid as of the Permanent Disability Date; (ii) a cash payment based on the amount of annual bonus the Employee would have received had the Employee continued to perform services
pursuant to this Agreement through the completion of the relevant performance period under the bonus plan and the evaluation of whether, and the degree to which, the performance criteria have been met (with any individual objectives deemed to be
achieved at “target”), and pro-rated to the Permanent Disability Date; (iii) a lump sum payment equal to six (6) months of Employee’s then current base salary at the same rate as in effect on the Permanent Disability Date;
(iv) the vesting of (A) the Initial RSUs and (B) all other unvested long-term incentive compensation awards held by Employee that would have 

  

					
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vested had Employee continued to perform services pursuant to this Agreement for a period of twelve (12) months from the Permanent Disability Date; (v) subject to
Section 7(g)(iii)(2) below, the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the Permanent Disability Date; and (vi) no other payments. The payment of the benefits described in
(i) and (iii) of this subsection, as well as any vested time-based long-term incentive compensation awards described in (iv) of this sub-section shall be made as soon as administratively practicable following the Permanent Disability
Date, but in no event later than seventy (70) days after the Permanent Disability Date; and the payment of any benefits described in (ii) of this subsection, as well as any performance-based long-term incentive compensation awards
described in (iv) of this sub-section shall be paid after the completion of the relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. The payment of this benefit shall not
eliminate Employee’s right to permanent disability insurance benefits if the Employee so qualifies, and shall not eliminate the right of the Company to terminate Employee’s employment (e.g., a termination for substantial cause pursuant to
section 7(b)) without any further payment pursuant to this Agreement. Employee agrees that the Company shall be entitled to take as an offset against any amounts to be paid pursuant to this subsection any amounts received by Employee pursuant to
disability or other insurance or similar income sources provided by the Company; and 
 (iii) Employee shall receive, if
Employee is insurable under usual underwriting standards, term life insurance coverage on Employee’s life, payable to whomever Employee directs, in an amount of $1,500,000.00 in coverage, provided that Employee completes the required health
statement and application and that Employee’s physical condition does not prevent Employee from qualifying for such insurance coverage under reasonable terms and conditions. 

(iv) In the event of Employee’s death, all Initial RSUs and all outstanding unvested service-based full value long-term incentive
awards (e.g., restricted stock units and phantom stock units) held by Employee shall immediately vest. 
 (d) Retirement.
Employee shall be permitted to participate in the Company’s 401(k) retirement investment plan pursuant to the terms of such plan, as the same may be modified from time to time, to the extent such plan is offered to other officers of the
Company. 
 (e) Financial Planning, Annual Executive Physical, and Other Perquisites. To the extent the Company provides
financial, tax and estate planning and related services, annual executive physicals, or any other perquisites and personal benefits to other officers generally from time to time, such services and perquisites shall be made available to Employee on
the same terms and conditions. 
 (f) Golf Country Club. Employee shall be provided access to one of the golf country
club memberships owned by the Company in accordance with the Company’s country club use policy as the same may exist from time to time. Employee acknowledges that such country club membership belongs to, and is and shall remain the property of,
the Company. 
 (g) Relocation Benefits. Employee agrees that he and his immediate family will relocate their principal
residence to San Diego County, California within a reasonable commuting distance to the Company’s principal executive offices on or before September 1, 2012. In order to assist employee with said relocation, the Company shall provide
Employee with the relocation benefits consistent with the Company’s policies and consistent with the following: 
 (i) the
Company shall reimburse Employee for reasonable costs associated with up to three “house-hunting” trips for Employee and his wife and children. 
 (ii) until Employee’s family relocates to San Diego County, California, the Company shall (1) reimburse Employee for his reasonable costs of commuting on a weekly basis to his principal
residence in Texas, (2) provide Employee a furnished apartment or similar accommodations near the Company’s headquarters, and (3) provide Employee with the use of an automobile while in California. 

(iii) once Employee’s family relocates to San Diego County, California the Company shall provide Employee with reasonable temporary
housing for Employee and his family as agreed upon by Employee and the Company. 

  

					
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 (iv) the Company shall reimburse Employee for actual reasonable costs of relocating to San
Diego County, California, including moving costs and reimbursement of customary broker commissions on the sale of his principal residence in Texas, as agreed upon by Employee and the Company. 

6. TAXES. Employee acknowledges that Employee is responsible for all taxes, including imputed income taxes, related to
Employee’s compensation and benefits except for those taxes for which the Company is obligated to pay under applicable law or regulation. Employee agrees that the Company may withhold from Employee’s compensation any amounts that the
Company is required to withhold under applicable law or regulation. 
 7. TERMINATION OF EMPLOYMENT. 

(a) Termination by the Company Without Substantial Cause. Employee’s employment under this Agreement may be terminated by the
Company at any time without substantial cause. In the event of a termination by the Company without substantial cause, Employee shall be entitled to receive (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash
payment based on the amount of annual bonus the Employee would have received had the Employee continued to perform services pursuant to this Agreement through the completion of the relevant performance period under the bonus plan and the evaluation
of whether, and the degree to which, the performance criteria have been met (with any individual objectives deemed to be achieved at “target”), pro-rated over the portion of the year actually employed; and (iii) the vesting of
(A) all Initial RSUs and (B) all other unvested long-term incentive compensation awards (e.g. SARs, stock options, and other long-term equity-based incentive awards), held by Employee that would have vested had Employee continued to
perform services pursuant to this Agreement for a period of twelve (12) months from the date of termination; provided that any unvested long-term incentive compensation awards that are subject to performance-based vesting will vest only if, and
to the degree that, the performance goals are satisfied. The payment of the benefits described in (i) of this sub-section, as well as any vested time-based long-term incentive compensation awards described in (iii) of this sub-section,
shall be made as soon as administratively practicable following the date of termination; and the payment of any benefits described in (ii) of this subsection, as well as any performance-based long-term incentive compensation awards described in
(iii) of this sub-section shall be paid after the completion of the relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. In addition to the foregoing and subject to the
provisions thereof, Employee shall be eligible to receive Special Severance as described in subsection 7(g) and Incentive Payments as described in subsection 7(h). 
 (b) Termination by the Company for Substantial Cause or by Employee Without Good Reason. Employee’s employment under this Agreement may be terminated immediately and at any time by the Company
for substantial cause or by Employee without good reason. In the event of such a termination, Employee shall be entitled to receive (i) any compensation accrued and unpaid as of the date of termination; and (ii) no other severance.
“Substantial cause” shall mean Employee’s (1) failure to substantially perform Employee’s duties; (2) material breach of this Agreement; (3) intentional misconduct, including but not limited to, use or possession
of illegal drugs during work and/or any other action that is damaging or detrimental in a significant manner to the Company; (4) conviction of, or plea of guilty or nolo contendere to, a felony; or (5) failure to cooperate with, or
any attempt to obstruct or improperly influence, any investigation authorized by the Board of Directors or any governmental or regulatory agency.  
 (c) Termination by Employee for Good Reason or Non-Renewal. 
 (i)
Employee’s employment under this Agreement may be terminated immediately by Employee for good reason at any time. In the event of a termination by Employee for good reason, Employee shall be entitled to receive (1) any compensation accrued
and unpaid as of the date of termination; (2) a cash payment based on the amount of annual bonus the Employee would have received had the Employee continued to perform services pursuant to this Agreement through the completion of the relevant
performance period under the bonus plan and the evaluation of whether, and the degree to which, the performance criteria have been met (with any individual objectives deemed to be achieved at “target”), pro-rated over the portion of the
year actually employed; and (3) the vesting of all (A) Initial RSUs and (B) all other unvested long-term incentive compensation awards (e.g. SARs, stock options, and other long-term equity-based incentive awards) held by Employee that
would have vested had Employee continued to perform services pursuant to this Agreement for a period of twelve (12) months from the date of termination; provided that any unvested long-term incentive


  

					
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compensation awards that are subject to performance-based vesting will vest only if, and to the degree that, the performance goals are satisfied. The payment of the benefits described in
(1) of this sub-section, as well as any vested time-based long-term incentive compensation awards described in (3) of this sub-section, shall be made as soon as administratively practicable following the date of termination; and the
payment of any benefits described in (2) of this subsection, as well as any performance-based long-term incentive compensation awards described in (3) of this sub-section, shall be paid after the completion of the relevant performance
period and the evaluation of whether, and the degree to which, the performance criteria have been met. In addition to the foregoing and subject to the provisions thereof, Employee shall be eligible to receive Special Severance as described in
subsection 7(g) and Incentive Payments as described in subsection 7(h). “Good Reason” shall mean (X) a material breach of this Agreement by the Company, (Y) any material diminishment in the title, position, duties,
responsibilities or status that Employee had with the Company, as a publicly traded entity, immediately prior to such diminishment, or (Z) any requirement that Employee relocate or any assignment to Employee of duties that would make it
unreasonably difficult for Employee to maintain the principal residence Employee had immediately prior to such requirement or assignment (in both cases, excluding Employee’s relocation from Texas to San Diego County, California required by this
Agreement). Notwithstanding the foregoing, no basis for a termination for Good Reason will be deemed to exist (a) unless Employee notifies the Company in writing, within ninety (90) days after the Employee knows that Employee is entitled
to terminate for Good Reason, that he intends to terminate his employment no earlier than thirty (30) days after providing such notice; (b) the Company does not cure such condition within thirty (30) days following its receipt of such
notice or states unequivocally in writing that it does not intend to attempt to cure such condition; and (c) the Employee resigns from employment prior to expiration of ninety (90) days after the end of the period described in (b)
above.  
 (ii) Should this Agreement expire pursuant to its terms and Employee becomes an at-will employee
pursuant to Section 1, and provided further that the Company has not offered Employee a new employment agreement on substantially the same or better terms and has not otherwise terminated Employee’s employment for substantial cause or due
to permanent disability, then Employee shall have the option for forty-five (45) days following the expiration of this Agreement to terminate Employee’s employment due to the Company’s non-renewal. In the event of a termination of
employment by Employee for non-renewal, Employee shall be entitled to receive (1) any compensation accrued and unpaid as of the date of termination; (2) a cash payment based on the amount of annual bonus the Employee would have received
had the Employee continued to perform services pursuant to this Agreement through the completion of the relevant performance period under the bonus plan and the evaluation of whether, and the degree to which, the performance criteria have been met
(with any individual objectives deemed to be achieved at “target”), pro-rated over the portion of the year actually employed; and (3) the vesting of (A) all Initial RSUs and (B) all other unvested long-term incentive
compensation awards (e.g. SARs, stock options, and other long-term equity-based incentive awards) held by Employee that would have vested had Employee continued to perform services pursuant to this Agreement for a period of twelve (12) months
from the date of termination; provided that any unvested long-term incentive compensation awards that are subject to performance-based vesting will vest only if, and to the degree that, the performance goals are satisfied. The payment of the
benefits described in (1) of this sub-section, as well as any vested time-based long-term incentive compensation awards described in (3) of this sub-section, shall be made as soon as administratively practicable following the date of
termination; and the payment of any benefits described in (2) of this subsection, as well as any performance-based long-term incentive compensation awards described in (3) of this sub-section, shall be paid after the completion of the
relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. In addition to the foregoing and subject to the provisions thereof, Employee shall be eligible to receive Special Severance
as described in subsection 7(g) and Incentive Payments as described in subsection 7(h). It is expressly understood that if Employee and the Company enter into a new written employment agreement, or if the Company offers Employee a new written
employment agreement on substantially the same or better terms, then Employee shall have no right or option to terminate employment for non-renewal of this Agreement. It is further understood that any termination of Employee’s employment by the
Company during any such 45 day period for reasons other than substantial cause or permanent disability shall be deemed to be a termination by Employee for non-renewal pursuant to this section. 

(d) Reserved. 

  

					
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 (e) Termination by Mutual Agreement of the Parties. Employee’s employment
pursuant to this Agreement may be terminated at any time upon the mutual agreement in writing of the parties. Any such termination of employment shall have the consequences specified in such agreement. 

(f) Pre-Termination Rights. The Company shall have the right, at its option, to require Employee to vacate Employee’s office
or otherwise remain off the Company’s premises and to cease any and all activities on the Company’s behalf without such action constituting a termination of employment or a breach of this Agreement. 

(g) Special Severance.  
 (i) Amount in Event of a Termination Pursuant to Section 7(a) or 7(c). In the event of a termination pursuant to Sections 7(a) or 7(c) of this Agreement, Special Severance shall consist of a
total amount equal to 0.500 times the sum of Employee’s most recent annual base salary and annual target bonus, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twelve
(12) months from the date of termination. 
 (ii) Amount in the Event of a Termination Pursuant to Section 9.
In the event of a termination pursuant to Section 9 of this Agreement, then Special Severance shall consist of a total amount equal to 1.00 times the sum of the Employee’s most recent annual base salary and annual target bonus, payable in
equal installments on the same pay schedule as in effect at the time of termination over a period of twenty-four (24) months from the date of termination. All such Special Severance shall be subject to the provisions of Section 9(c).

 (iii) Additional Special Severance. 
 (1) In addition to the Special Severance referenced above, Employee shall be entitled to the payment of premiums owed for COBRA and/or CalCOBRA insurance benefits and the continuation of the financial,
tax and estate planning services (on the then-existing terms and conditions) through the period during which Employee is receiving Special Severance. In addition, the Company shall offer to provide, at Company expense, up to one (1) year of
outplacement services through a professional outplacement firm of the Company’s choosing. 
 (2) Notwithstanding the
foregoing, if the Company determines, in its sole discretion, that the Company cannot provide COBRA premium benefits under this Agreement without potentially incurring financial costs or penalties under applicable law (including, without limitation,
Section 2716 of the Public Health Service Act), the Company shall, in lieu thereof, pay Employee a taxable cash amount, which payment shall be made if Employee has elected health care continuation coverage (the “Health Care Benefit
Payment”). If applicable, the Health Care Benefit Payment shall be paid in a single lump sum as soon as administratively practicable following the date of termination, but in no event later than seventy (70) days after the date of
termination of employment or the Permanent Disability Date, as applicable. The Health Care Benefit Payment shall be equal to the amount that the Company would have otherwise paid for COBRA insurance premiums (at the level of healthcare benefits
Employee and Employee’s dependents are enrolled in as of the termination date) calculated based on the premium for the first month of coverage. 
 (iv) Conditions on Receiving Special Severance and/or Additional Special Severance. Notwithstanding anything else to the contrary, it is expressly understood that any obligation of the Company to
pay Special Severance and/or Additional Special Severance pursuant to this Agreement shall be subject to Employee’s continued compliance with the terms and conditions of Sections 8 and 11; Employee’s continued forbearance from
directly, indirectly or in any other way, disparaging the Company, its officers or employees, vendors, customers, products or activities, or otherwise interfering with the Company’s press, public and media relations; and Employee’s
execution, prior to receiving any Special Severance or Additional Special Severance, of an effective release in the form attached hereto as Exhibit B within the time period set forth therein (but in no event later than sixty (60) days after the
date of termination of employment). Additionally, none of the Special Severance or Additional Special Severance benefits will be paid or otherwise delivered prior to the effective date of the release, so that amounts otherwise payable prior to the
release effective date will accrue and be paid as soon as administratively practicable, except as required by section 7(k) below. 

  

					
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 (h) Incentive Payments.  

(i) Amount in the Event of a Termination Pursuant to Sections 7(a) or 7(c). In the event of a termination pursuant to Sections
7(a) or 7(c) of this Agreement, Employee shall be offered the opportunity to receive Incentive Payments in a total amount equal to 0.500 times the sum of Employee’s most recent annual base salary and target bonus, payable in equal installments
on the same pay schedule in effect at the time of termination over a period of twelve (12) months from the date of termination. 
 (ii) Amount in the Event of a Termination Pursuant to Section 9. In the event of a termination pursuant to Section 9 of this Agreement, Employee shall be offered the opportunity to
receive Incentive Payments in a total amount equal to 1.00 times the sum of Employee’s most recent annual base salary and annual target bonus, payable in equal installments on the same pay schedule as in effect at the time of termination over a
period of twenty-four (24) months from the date of termination. All such Incentive Payments shall be subject to the provisions of Section 9(c). 
 (iii) Terms and Conditions for Incentive Payments. Employee may receive Incentive Payments so long as Employee chooses not to engage (whether as an owner, employee, agent, consultant, or in any
other capacity) in any business or venture that competes with the business of the Company or any of its affiliates. If Employee chooses to engage in such activities, then the Company shall have no obligation to make further Incentive Payments
commencing upon the date which Employee chooses to do so. 
 (iv) Sole Consideration. Employee and the Company agree and
acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee’s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is deemed unenforceable or invalid for any reason,
then the Company will have no obligation to make Incentive Payments for the period of time during which it has been deemed unenforceable or invalid. The obligations and duties of this subsection 7(h) shall be separate and distinct from the other
obligations and duties set forth in this Agreement, and any finding of invalidity or unenforceability of this subsection 7(h) shall have no effect upon the validity or invalidity of the other provisions of this Agreement. 

(i) Treatment of Special Severance, Additional Special Severance and Incentive Payments. Any Special Severance, Additional Special
Severance and Incentive Payments shall be subject to usual and customary employee payroll practices and all applicable withholding requirements. 
 (j) Other. Except for the amounts specifically provided pursuant to this Section 7, Employee shall not be entitled to any further compensation, bonus, damages, restitution, relocation
benefits, or other severance benefits upon termination of employment. The amounts payable to Employee pursuant to these Sections shall not be treated as damages, but as compensation to which Employee may be entitled by reason of termination of
employment under the applicable circumstances. The Company shall not be entitled to set off against the amounts payable to Employee pursuant to this Section 7 any amounts earned by Employee in other employment after termination of
Employee’s employment with the Company pursuant to this Agreement, or any amounts which might have been earned by Employee in other employment had Employee sought such other employment. The provisions of this Section 7 shall not limit
Employee’s rights under or pursuant to any other agreement or understanding with the Company regarding any pension, profit sharing, insurance or other employee benefit plan of the Company to which Employee is entitled pursuant to the terms of
such plan. 
 (k) Compliance with Section 409A. Each installment of severance benefits is a separate
“payment” for purposes of Section 409A of the Internal Revenue Code of 1986 and the regulations governing Section 409A (collectively “Section 409A”), and the severance benefits are intended to satisfy the exemptions
under Section 409A. It is intended that if Employee is a “specified employee” within the meaning of Section 409A at the time of a separation from service, then, to the extent necessary, the severance benefits will not be
paid until at least six (6) months after separation from service.

  

					
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 (l) Forfeiture. 

(i) If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of the
intentional misconduct or gross negligence of the Employee, with any financial reporting requirement under the United States securities laws, then the Employee shall forfeit and reimburse the Company for all of the following: (i) any bonus or
incentive compensation paid based upon such erroneously stated financial information, (ii) any bonus or incentive compensation or equity compensation received by Employee during the twelve month period following the earlier of the first public
issuance or filing with the SEC of the financial document embodying the financial reporting requirement, (iii) any profits realized from the sale of Company securities during that same twelve month period, (iv) if Employee is terminated or
has been terminated, the right to receive Special Severance and Incentive Payments, and (v) if Employee is terminated or has been terminated, any unvested and/or unexercised long-term incentive compensation awards. 

(ii) Employee is one of the persons subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002. If the
Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct (within the meaning of said Section 304 but other than as a result of Employee’s intentional misconduct or
gross negligence, which is governed by the preceding subsection), with any financial reporting requirement under the United States securities laws, then the Employee shall forfeit and reimburse the Company for all of the following: (i) any
bonus or incentive compensation or equity compensation received by Employee during the twelve month period following the earlier of the first public issuance or filing with the SEC of the financial document embodying the financial reporting
requirement and (ii) any profits realized from the sale of Company securities during that same twelve month period. 

(iii) Employee acknowledges that Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, among other things,
requires the United States Securities and Exchange Commission to direct the national securities exchanges to prohibit the continued listing of the securities of an issuer unless the issuer develops and implements a policy providing, among other
things, for the recovery of certain erroneously awarded compensation. Upon the Company’s adoption of such a policy, Employee agrees that this Agreement shall be automatically amended without any further consideration to incorporate the recovery
provisions set forth in the policy. Upon the request of the Company, Employee agrees without further consideration to execute an amendment evidencing the incorporation of said provisions into this Agreement. 

(iv) No forfeiture or recovery of compensation under such this sub-section (l) will be an event giving rise to a right for Employee
to resign for Good Reason. 
 8. OTHER EMPLOYEE DUTIES AND OBLIGATIONS. 

In addition to any other duties and obligations set forth in this Agreement, Employee shall be obligated as follows: 

(a) Compliance. Employee shall be required to comply with all policies and procedures of the Company as such shall be adopted,
modified or otherwise established by the Company from time to time, including but not limited to the Company’s Code of Conduct. While employed by the Company pursuant to this Agreement, or while receiving severance, incentive or other payments
or consideration from the Company following termination of this Agreement, Employee shall disclose in writing to the Company’s General Counsel any conviction of, or plea of guilty or nolo contendere to, a felony. 

(b) Trade Secrets and Confidential Information. 
 (i) As used in this Agreement, the term “Trade Secrets and Confidential Information” means information, whether written or oral, not generally available to the public, regardless of whether it
is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company’s
and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions 

  

					
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and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement in connection with the work performed by Employee for the Company and/or
its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. 

(ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information.
Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to
Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the
Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee
shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information,
including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. 
 (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require.

 (iv) The provisions of this subsection 8(b) shall survive the termination or expiration of this Agreement, and shall be
binding upon Employee in perpetuity. 
 (c) Assignment of Rights. 

(i) As used in this Agreement, “Designs, Inventions and Innovations,” whether or not they have been patented, trademarked, or
copyrighted, include, but are not limited to designs, inventions, innovations, ideas, improvements, processes, sources of and uses for materials, apparatus, plans, systems and computer programs relating to the design, manufacture, use, marketing,
distribution and management of the Company’s and/or its affiliates’ products. 
 (ii) As a material part of the terms
and understandings of this Agreement, Employee agrees to assign to the Company all Designs, Inventions and Innovations developed, conceived and/or reduced to practice by Employee, alone or with anyone else, in connection with the work performed by
Employee for the Company during Employee’s employment with the Company, regardless of whether they are suitable to be patented, trademarked and/or copyrighted. 
 (iii) Employee agrees to disclose in writing to the Board of Directors of the Company any Design, Invention or Innovation relating to the business of the Company and/or its affiliates, which Employee
develops, conceives and/or reduces to practice in connection with any work performed by Employee for the Company, either alone or with anyone else, while employed by the Company and/or within twelve (12) months of the termination of employment.
Employee shall disclose all Designs, Inventions and Innovations to the Company, even if Employee does not believe that Employee is required under this Agreement, or pursuant to California Labor Code Section 2870, to assign Employee’s
interest in such Design, Invention or Innovation to the Company. If the Company and Employee disagree as to whether or not a Design, Invention or Innovation is included within the terms of this Agreement, it will be the responsibility of Employee to
prove that it is not included. 
 (iv) Pursuant to California Labor Code Section 2870, the obligation to assign as
provided in this Agreement does not apply to any Design, Invention or Innovation to the extent such obligation would conflict with any state or federal law. The obligation to assign as provided in this Agreement does not apply to any Design,
Invention or Innovation that Employee developed entirely on Employee’s own time without using the Company’s equipment, supplies, facilities or Trade Secrets and Confidential Information, except those Designs, Inventions or Innovations that
either relate at the time of conception or reduction to practice to the Company’s and/or its affiliates’ business, or actual or demonstrably anticipated research of the Company and/or its affiliates; or result from any work performed by
Employee for the Company and/or its affiliates. 

  

					
		 	9	 	Oliver G. Brewer, III









 (v) Employee agrees that any Design, Invention and/or Innovation which is required under
the provisions of this Agreement to be assigned to the Company shall be the sole and exclusive property of the Company. Upon the Company’s request, at no expense to Employee, Employee shall execute any and all proper applications for patents,
copyrights and/or trademarks, assignments to the Company, and all other applicable documents, and will give testimony when and where requested to perfect the title and/or patents (both within and without the United States) in all Designs, Inventions
and Innovations belonging to the Company. 
 (vi) The provisions of this subsection 8(c) shall survive the termination or
expiration of this Agreement, and shall be binding upon Employee in perpetuity. 
 (d) Competing Business. 

(i) To the fullest extent permitted by law, Employee agrees that, while employed by the Company, Employee will not, directly or
indirectly (whether as employee, agent, consultant, holder of a beneficial interest, creditor, or in any other capacity), engage in any business or venture which conflicts with Employee’s duties under this Agreement, including services that are
directly or indirectly in competition with the business of the Company or any of its affiliates, or have any interest in any person, firm, corporation, or venture which engages directly or indirectly in competition with the business of the Company
or any of its affiliates. For purposes of this section, the ownership of interests in a broadly based mutual fund shall not constitute ownership of the stocks held by the fund. 

(ii) Employee has informed the Company that he holds approximately 850,000 shares of common stock of Adams Golf, Inc. Employee agrees to
divest of that stock on or before December 31, 2012. 
 (e) Other Employees. Except as may be required in the
performance of Employee’s duties hereunder, Employee shall not cause or induce, or attempt to cause or induce, any person now or hereafter employed by the Company or any of its affiliates to terminate such employment. This obligation shall
remain in effect while Employee is employed by the Company and for a period of one (1) year thereafter. 
 (f)
Suppliers. While employed by the Company, and for one (1) year thereafter, Employee shall not cause or induce, or attempt to cause or induce, any person or firm supplying goods, services or credit to the Company or any of its affiliates
to diminish or cease furnishing such goods, services or credit. 
 (g) Conflict of Interest. While employed by the
Company, Employee shall comply with all Company policies regarding actual or apparent conflicts of interest with respect to Employee’s duties and obligations to the Company. 

(h) Non-Disparagement. While employed by the Company, and for one (1) year thereafter, Employee shall not in any way
undertake to harm, injure or disparage the Company, its officers, directors, employees, agents, affiliates, vendors, products, or customers, or their successors, or in any other way exhibit an attitude of hostility toward them. 

(i) Surrender of Equipment, Books and Records. Employee understands and agrees that all equipment, books, records, customer lists
and documents connected with the business of the Company and/or its affiliates are the property of and belong to the Company. Under no circumstances shall Employee remove from the Company’s facilities any of the Company’s and/or its
affiliates’ equipment, books, records, documents, lists or any copies of the same without the Company’s permission, nor shall Employee make any copies of the Company’s and/or its affiliates’ books, records, documents or lists for
use outside the Company’s office except as specifically authorized by the Company. Employee shall return to the Company and/or its affiliates all equipment, books, records, documents and customer lists belonging to the Company and/or its
affiliates upon termination of Employee’s employment with the Company. 

  

					
		 	10	 	Oliver G. Brewer, III









 9. RIGHTS UPON A CHANGE IN CONTROL. 

(a) Notwithstanding anything in this Agreement to the contrary, if upon or at any time during the term of this Agreement there is a
Termination Event (as defined below) that occurs within one (1) year following any Change in Control (as defined in Exhibit A), Employee shall be treated as if Employee had been terminated by the Company without substantial cause pursuant to
Section 7(a). 
 (b) A “Termination Event” shall mean the occurrence of any one or more of the following, and in
the absence of Employee’s death, or any of the factors enumerated in Section 7(b) providing for termination by the Company for substantial cause: 
 (i) the termination or material breach of this Agreement by the Company; 
 (ii) a
failure by the Company to obtain the assumption of this Agreement by any successor to the Company or any assignee of all or substantially all of the Company’s assets or business; 

(iii) any material diminishment in the title, position, duties, responsibilities or status that Employee had with the Company, as a
publicly traded entity, immediately prior to the Change in Control; 
 (iv) any reduction, limitation or failure to pay or
provide any of the compensation, reimbursable expenses, long-term incentive compensation awards, incentive programs, or other benefits or perquisites provided to Employee under the terms of this Agreement or any other agreement or understanding
between the Company and Employee, or pursuant to the Company’s policies and past practices as of the date immediately prior to the Change in Control; or 
 (v) any requirement that Employee relocate or any assignment to Employee of duties that would make it unreasonably difficult for Employee to maintain the principal residence Employee had immediately prior
to the Change in Control. 
 (c) To the extent that any or all of the payments and benefits provided for in this Agreement and
pursuant to any other agreements with Employee constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”) and, but for this Section 9, would be subject to the excise tax
imposed by Section 4999 of the Code, then the aggregate amount of such payments and benefits shall be reduced by the minimum amounts necessary to equal one dollar less than the amount which would result in such payments and benefits being
subject to such excise tax. The reduction, unless the employee elects otherwise, shall be in such order that provides employee with the greatest after-tax amount possible. All determinations required to be made under this Section 9, including
whether a payment would result in a parachute payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm agreed to by the Company and Employee. The Company shall pay the
cost of the accounting firm, and the accounting firm shall provide detailed supporting calculations both to the Company and the Employee. The determination of the accounting firm shall be final and binding upon the Company and the Employee, except
that if, as a result of subsequent events or conditions (including a subsequent payment or the absence of a subsequent payment or a determination by the Internal Revenue Service or applicable court), it is determined that the excess parachute
payments, excise tax or any reduction in the amount of payments and benefits, is or should be other than as determined initially, an appropriate adjustment shall be made, as applicable, to reflect the final determination. 

10. MISCELLANEOUS. 
 (a) Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and the successors and assigns of the Company. Employee shall have no right to assign
Employee’s rights, benefits, duties, obligations or other interests in this Agreement, it being understood that this Agreement is personal to Employee. 
 (b) Entire Understanding. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and no other representations, warranties or agreements
whatsoever as to that subject matter have been made by Employee or the Company. This Agreement shall not be modified, amended or terminated except by another instrument in writing executed by 


  

					
		 	11	 	Oliver G. Brewer, III









 
the parties hereto. As of the Effective Date, except as otherwise explicitly provided herein, this Agreement replaces and supersedes any and all prior understandings or agreements between
Employee and the Company regarding employment. 
 (c) Notices. Any notice, request, demand, or other communication
required or permitted hereunder, shall be deemed properly given when actually received or within five (5) days of mailing by certified or registered mail, postage prepaid, to Employee at the address currently on file with the Company, and to
the Company at: 
  

			
	Company:	  	Callaway Golf Company
		  	2180 Rutherford Road
		  	Carlsbad, California 92008
		  	Attn: Chairman of the Board

 or to such other address as Employee or the Company may from time to time furnish, in writing, to the other. 

(d) Headings. The headings of the several sections and paragraphs of this Agreement are inserted solely for the convenience of
reference and are not a part of and are not intended to govern, limit or aid in the construction of any term or provision hereof. 
 (e) Waiver. Failure of either party at any time to require performance by the other of any provision of this Agreement shall in no way affect that party’s rights thereafter to enforce the
same, nor shall the waiver by either party of any breach of any provision hereof be held to be a waiver of any succeeding breach of any provision or a waiver of the provision itself. 

(f) Applicable Law. This Agreement shall constitute a contract under the internal laws of the State of California and shall be
governed and construed in accordance with the laws of said state as to both interpretation and performance. 
 (g)
Severability. In the event any provision or provisions of this Agreement is or are held invalid, the remaining provisions of this Agreement shall not be affected thereby. 

(h) Advertising Waiver. Employee agrees to permit the Company and/or its affiliates, and persons or other organizations authorized
by the Company and/or its affiliates, to use, publish and distribute advertising or sales promotional literature concerning the products of the Company and/or its affiliates, or the machinery and equipment used in the manufacture thereof, in which
Employee’s name and/or pictures of Employee taken in the course of Employee’s provision of services to the Company and/or its affiliates, appear. Employee hereby waives and releases any claim or right Employee may otherwise have arising
out of such use, publication or distribution. 
 (i) Counterparts. This Agreement may be executed in one or more
counterparts which, when fully executed by the parties, shall be treated as one agreement. 

  

					
		 	12	 	Oliver G. Brewer, III









 11. 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 Agreement,
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 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. 
 (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. 

  

					
		 	13	 	Oliver G. Brewer, III









 THE PARTIES HAVE READ SECTION 11 AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED ABOVE.

  

			
	                    
(Employee)	  	                    
(Company)

 IN WITNESS WHEREOF, the parties have caused this Officer Employment Agreement to be
executed effective the date first written above. 
  

					
	EMPLOYEE	  	 	 	COMPANY
			
		  		 	Callaway Golf Company,
		  		 	a Delaware corporation
			
	 /s/ Oliver G. Brewer, III
	  	By:	 	 /s/ Ronald S. Beard

	Oliver G. Brewer, III	  		 	Ronald S. Beard,
		  		 	Chairman of the Board


  

					
		 	14	 	Oliver G. Brewer, III









 EXHIBIT A 
 CHANGE IN CONTROL 
 A “Change in Control” means the following and
shall be deemed to occur if any of the following events occurs: 
 1. 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 
 2. 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 
 3. Consummation by the Company of the sale, lease, exchange or other disposition, in one transaction or a series of 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 
 (a) 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 

(b) 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 
 4. 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. 

  

					
		 	15	 	Oliver G. Brewer, III









 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              (“Employee”), pursuant to
the Officer Employment Agreement (the “Agreement”) to which this document is attached, 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 Special Severance pursuant to Section 7 of the Agreement. 
 1. Consideration. In consideration for the payment of Special Severance, 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. 

(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. 

  

					
		 	16	 	Oliver G. Brewer, III









 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 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. 
 (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. 

  

					
		 	17	 	Oliver G. Brewer, III









 (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.

 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
	
	EXHIBIT ONLY – DO NOT SIGN AT THIS TIME
			
	  
	 	 By:
	 	  

	[Employee’s Name]	 		 	[Authorized Signature]
			
	Dated:	 		 	Dated:


  

					
		 	18	 	Oliver G. Brewer, III