EXHIBIT 10.54
FIRST AMENDMENT TO
EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
This First Amendment to Executive Officer Employment Agreement ("First
Amendment") is effective as of May 15, 2001 by and between CALLAWAY GOLF
COMPANY, a Delaware corporation (the "Company") and XXX XXXXXXX ("Employee").
A. The Company and Employee are parties to a certain Executive Officer
Employment Agreement effective as of September 1, 2000 (the "Agreement").
B. The Company has promoted Employee to the positions of President and
Chief Executive Officer, and given Employee the duties and responsibilities that
accompany those positions.
C. In light of the foregoing, the Company and Employee desire to amend
the Agreement pursuant to Section 16 of the Agreement, in the manner set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and other
consideration, the value and sufficiency of which are hereby acknowledged, the
Company and Employee hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended to read as follows:
"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."
2. Section 4(a) of the Agreement is hereby amended to read as follows:
"The Company agrees to pay Employee a base salary at the rate of
$700,000.00 per year."
3. Section 5(b) of the Agreement is hereby amended to read as follows:
"Vacation. Employee shall receive five (5) weeks paid vacation for
each twelve (12) month period of employment with the Company. The
vacation may be taken any time during the year subject to prior
approval by the Company, such approval not to be unreasonably
withheld. Any unused vacation will be carried forward from year to
year. The maximum vacation time Employee may accrue shall be three
times Employee's annual vacation benefit. The Company reserves the
right to pay Employee for unused, accrued vacation benefits in lieu
of providing time off."
4. But for the amendments contained herein, and any other written
amendments properly executed by the parties, the Agreement shall
otherwise remain unchanged.
IN WITNESS WHEREOF, the Company and Employee have caused this First
Amendment to be executed effective as of the date set forth above.
EMPLOYEE COMPANY
Callaway Golf Company,
a Delaware corporation
By:
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Xxx Xxxxxxx Xxxxxx X. XxXxxxxxx, Senior Executive
Vice President, Chief Legal Officer
