EXHIBIT 10.63
SECOND AMENDMENT TO
EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
This Second Amendment to Executive Officer Employment Agreement ("Second
Amendment") is made effective as of September 15, 2003 by and between CALLAWAY
GOLF COMPANY, a Delaware corporation (the "Company") and XXXXXXX XXXXX
("Employee").
A. The Company and Employee are parties to that certain Executive Officer
Employment Agreement entered into as of November 6, 2002, as amended by the
First Amendment entered into as of March 1, 2003 (as amended, the "Agreement").
B. The Company and Employee desire to amend the Agreement pursuant to
Section 15 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 amended to read as follows:
"(a) Effective September 15, 2003, Employee shall serve as President
& Chief Operating 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 such person as the Chief Executive
Officer shall designate. The Board of Directors and/or the Chief
Executive Officer of the Company may change Employee's title,
position and/or duties at any time."
2. Section 4(a) of the Agreement is amended to read as follows:
"(a) Effective September 15, 2003, the Company agrees to pay
Employee a base salary at the rate of $550,000.00 per year, payable
in equal increments in accordance with the Company's current pay
schedule."
3. But for the amendments contained herein, and any other written
amendments properly executed by the parties, the Agreement shall otherwise
remain unchanged.
4. This Second Amendment is subject to the approval of the Board of
Directors of the Company or appropriate committee thereof.
IN WITNESS WHEREOF, the parties have executed this Second 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/ XXXXXXX XXXXX/ By: /s/ XXXXXX X. XXXXXXX/
---------------------------- ---------------------------
Xxxxxxx Xxxxx Xxxxxx X. Xxxxxxx
Chairman of the Board and Chief
Executive Officer
Dated: 09/23/03 Dated: 9/23/03
-------------------- ---------------------------
