Exhibit 10.48
FIRST AMENDMENT TO
SECOND AMENDED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
This First Amendment to Second Amended Executive Officer Employment
Agreement ("First Amendment") is made effective as of March 1, 2003 by and
between CALLAWAY GOLF COMPANY, a Delaware corporation (the "Company") and XXXXXX
X. XXXXXXX ("Employee").
A. The Company and Employee are parties to that certain Second Amended
Executive Officer Employment Agreement entered into as of June 1, 2002 (the
"Second Amended Agreement").
B. The Company and Employee desire to amend the Second Amended
Agreement pursuant to Section 15 of the Second Amended 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. Expenses and Benefits. Section 5(c)(ii) of the Second Amended
Agreement is amended to read as follows:
"(ii) 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 equal to three (3) times Employee's base salary,
not to exceed a maximum 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;"
2. Termination. Sections 8(a) and 8(c) of the Second Amended Agreement
are amended as set forth below. Section 8(e), "Termination Due to Death," is
deleted, and Sections 8(f) and 8(g) are re-numbered to 8(e) and 8(f).
"(a) Termination at the Company's Convenience. Employee's
employment under this Second Amended Agreement may be terminated by the Company
at its convenience at any time. In the event of a termination by the Company for
its convenience, Employee shall be entitled to receive (i) any compensation
accrued and unpaid as of the date of termination; and (ii) the immediate vesting
of all unvested stock options held by Employee as of the date of such
termination. In addition to the foregoing and subject to the provisions thereof,
Employee shall be entitled to Special Severance as described in Section 19 and
Incentive Payments as described in Section 20."
"(c) Termination by Employee for Substantial Cause. Employee's
employment under this Second Amended Agreement may be terminated immediately by
Employee for substantial cause at any time. In the event of a termination by
Employee for substantial cause, Employee shall be entitled to receive (i) any
compensation accrued and unpaid as of the date of termination; and (ii) the
immediate vesting of all unvested stock options held by Employee as of the date
of such termination. In addition to the foregoing, and subject to the provisions
thereof, Employee shall be entitled to Special Severance as described in Section
19 and Incentive Payments as described in Section 20. "Substantial cause" shall
mean
for purposes of this subsection a material breach of this Second Amended
Agreement by the Company."
3. But for the amendments contained herein, and any other written
amendments properly executed by the parties, the Second Amended Agreement shall
otherwise remain unchanged.
IN WITNESS WHEREOF, the parties have executed this First Amendment on the
dates set forth below, to be effective as of the date first written above.
EMPLOYEE COMPANY
Callaway Golf Company,
a Delaware corporation
/s/ XXXXXX X. XXXXXXX By: /s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxx Xxxxxx X. XxXxxxxxx
Senior Executive Vice President,
Chief Legal Officer
Dated: Dated:
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2 Xxxxxx X. Xxxxxxx
