FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
Exhibit 10.54
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
This First Amendment to Second Amended and Restated Chief Executive Officer Employment Agreement (“First Amendment”) is entered into effective April 19, 2010, by and between Callaway Golf Company, a Delaware corporation (the “Company”) and Xxxxxx Xxxxxxx (“Employee”).
A. The Company and Employee are parties to that certain Second Amended and Restated Chief Executive Officer Employment Agreement entered into as of December 3, 2009 (the “Agreement”).
B. The Company and Employee desire to amend the Agreement pursuant to Section 10(b) of the Agreement.
1. Compensation. Section 4(a) of the Agreement is amended to read:
“Base Salary. Effective March 1, 2010, the Company agrees to pay Employee a base salary at the rate of $975,000.00 per year (prorated for any partial years of employment), payable in equal installments on regularly scheduled Company pay dates as they may be adjusted from time to time.”
2. Expenses and Benefits. Section 4(c) of the Agreement is amended to add a new sub-section (iii), as follows:
“(iii) In the event of Employee’s death, 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.”
3. But for the amendments contained herein, and any other written amendments properly executed by the parties, the Agreement shall otherwise remain unchanged.
EMPLOYEE | COMPANY | |||||
Callaway Golf Company, a Delaware corporation | ||||||
/s/ Xxxxxx Xxxxxxx |
By: | /s/ Xxxx X. Xxxxxxx, III | ||||
Xxxxxx Xxxxxxx | Xxxx X. Xxxxxxx, III, Chair | |||||
Compensation and Management Succession Committee | ||||||
Dated: April 19, 2010 | Dated: April 19, 2010 |