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                                                                  EXHIBIT 10.28

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

            [NAME OF OPTIONEE]           PLAN: 2004 EQUITY INCENTIVE PLAN

      1. GRANT OF OPTION. Effective _____________ ("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>
[# OF SHARES]       $_______                   _____________                        _____________

[# OF SHARES]       $_______                   _____________                        _____________

[# OF SHARES]       $_______                   _____________                        _____________
</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, and subject to the
accelerated vesting provisions, if any, set forth in any employment agreement
between you and the Company or its subsidiary, 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. The Committee may in its
discretion accelerate the vesting schedule (in which case it may impose whatever
conditions it considers appropriate on the accelerated portion). Notwithstanding
any vesting provisions of the Option or anything else herein to the contrary,
the entire Option shall vest and become exercisable immediately prior to any
change in control, if you are an employee of the Company or its subsidiary at
that time. For purposes hereof, "change in control" shall have the meaning set
forth in EXHIBIT A attached hereto.

      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 or
consultant 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 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

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            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 an employee on the Cancellation Date, the
"Look-Back Period" is ninety days. If you are no longer an employee 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 employment 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 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) 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

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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.

            (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                                [NAME OF OPTIONEE]

By:______________________________                    ___________________________
                                                     Optionee ID:

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                                    EXHIBIT A

      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 or other disposition 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 liquidation of the Company.

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