FIRST AMENDMENT TO OFFICER EMPLOYMENT AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO

OFFICER EMPLOYMENT AGREEMENT

This First Amendment to Officer Employment Agreement ("First Amendment") is entered into effective March 24, 2014, by and between Callaway Golf Company, a Delaware corporation (the "Company") and Xxxxx X. Xxxxx ("Employee").

A.    The Company and Employee are parties to that certain Officer Employment Agreement entered into as of June 1, 2012 (the "Agreement").

B.    The Company and Employee desire to amend the Agreement pursuant to Section 10(b) of the Agreement.

NOW, THEREFORE, in consideration of the foregoing and other consideration, the value and sufficiency of which are acknowledged, the Company and Employee agree as follows:

1.    Compensation. Sections 4(a) and (b) of the Agreement are amended to read:

“(a)    Base Salary. In accordance with the Company’s usual review and pay practices, the Company agrees to pay Employee a base salary of no less than $325,000.00 per year (prorated for any partial years of employment), payable in equal installments on regularly scheduled Company pay dates. Employee agrees that the Company may increase Employee’s base salary without requiring an amendment of this Agreement through the use of a Personnel Action Notice.

(b)    Annual Incentive. The Company shall provide Employee an opportunity to earn an annual incentive payment based upon participation in the Company’s applicable incentive plan as it may or may not exist from time to time. Employee’s incentive target percentage is fifty-five percent (55%) of Employee’s annual base salary. Any annual incentive payment earned pursuant to an applicable incentive plan shall be payable in the first quarter of the following year.”

The balance of Section 4 shall remain unchanged.

2.    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 parties have executed this First Amendment effective as of the date first set forth above.

EMPLOYEE		COMPANY
		Callaway Golf Company, a Delaware corporation
/s/ Xxxxx X. Xxxxx		By: /s/ Xxxxx Xxxxxxx
Xxxxx X. Xxxxx		Xxxxx Xxxxxxx
		Senior Vice President, Global Human Resources

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