EXHIBIT B
Form of Cooperation
Agreement
COOPERATION AGREEMENT
This Cooperation Agreement
(the "Agreement"), dated as of [DATE], is by and between XXXX Partners LLC ("XXXX") and [COOPERATING
PARTY] (“you”) (each a "Party" and collectively, the "Parties").
WHEREAS, XXXX desires
for you to assist XXXX in the review and analysis of the Company’s business, operations and strategy, including, but not
limited to, capital allocation, asset ownership, corporate governance, operational execution and corporate strategy with respect
to Callaway Golf Company (the “Company”) and related services (the “Services”) in accordance
with the following terms and conditions, and you desire to work cooperatively with XXXX to provide such Services.
NOW THEREFORE, in
consideration of the covenants and conditions set forth herein, the Parties, intending to be legally bound, hereby agree as follows:
| Item 1. | Term. This Agreement shall automatically terminate on the earliest to occur of (i) the conclusion
of the 2020 annual meeting of stockholders of the Company (such meeting, including any adjournment or postponement thereof or any
special meeting held in lieu thereof, the "Annual Meeting") and (ii) notice of termination of the Services from
XXXX to you (the “Term”). |
| Item 2. | Fees and Expenses. You will be responsible for all business expenses associated with the
Services, provided however, that XXXX will reimburse you for pre-approved travel expenses. The parties acknowledge that should
XXXX request and you agree to become a member of a slate of one or more nominees (the "Slate") of a XXXX affiliate
(which nominee or nominees shall stand for election as directors of the Company in connection with a proxy solicitation in respect
of the Annual Meeting (the "Proxy Solicitation"), XXXX shall pay you such amounts and pursuant to such terms commensurate
with other nominees on the Slate or as may be agreed by the Parties. No other amounts shall be due hereunder. |
| Item 3. | Communications. All public statements, regulatory filings or communications, contacts with
Company directors and management and related activity with respect to the Company will be made and conducted by XXXX with your
assistance as requested by XXXX. You will not issue, publish or otherwise make any public statement or any other form of communication
relating to the Company or any Proxy Solicitation without the prior approval of XXXX |
| Item 4. | Services Non-Exclusive. The Services to be provided by you hereunder are not and shall not
be deemed to be exclusive to XXXX, and you shall be free to render similar services unrelated to the Company to others and to engage
in all such activities as you deem appropriate, provided that your performance hereunder is not impaired by such other activities. |
| Item 5. | Non-Public Information. You agree that you shall not disclose to XXXX any non-public information
which may be deemed material, including but not limited to financial projections and information regarding potential strategic
transactions, regarding any company or government entity obtained (i) in the course of any employment (whether permanent, temporary,
through a consulting or contractor agreement, or otherwise) by such company or other entity or (ii) as a result of any communications
with employees or representatives of such company or entity or with any other party which are subject to any non-disclosure or
confidentiality obligation. |
| Item 6. | Confidential Information. You acknowledge that, during the Term, you may have access to
and may acquire Confidential Information (as defined below) regarding the business of XXXX, its affiliates and affiliated funds,
accounts and co-investment vehicles (the "XXXX Entities"). Accordingly, you agree that, without the prior written consent
of XXXX, you shall not at any time, disclose to any unauthorized person or otherwise use any such Confidential Information for
any reason other than the business of the XXXX Entities. If you are served with legal process (such as a subpoena) that (i) may
touch upon, concern, or arise out of Confidential Information or (ii) otherwise require you to disclose any Confidential Information,
you will immediately notify XXXX in writing, xxxxxxx XXXX with a copy of such legal process and reasonably cooperate with XXXX
to protect the Confidential Information. You shall not in any event disclose any portion of the Confidential Information not required
to be disclosed in connection with such legal process. "Confidential Information" means non-public information concerning
JANA’s past, current or potential portfolio names, portfolio composition, or plans with respect to the Company. |
| Item 7. | Investments in Company Stock. With respect to any purchases made by you of securities of
the Company prior to the termination of the Services, (i) you agree to consult with XXXX regarding such purchases and provide necessary
information so that XXXX may comply with any applicable disclosure or other obligations which may result from such investment,
(ii) XXXX or its affiliates shall prepare and complete any required disclosures including all regulatory filings related thereto
at no cost to you, and (iii) you agree to hold any such securities until at least the earlier of (A) the conclusion of the Annual
Meeting and (B) the termination of a Proxy Solicitation. |
| Item 8. | Governing Law, Venue and Jurisdiction. This Agreement will be governed by and construed
in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws. All disputes
arising out of or related to this Agreement shall be submitted to the state and federal courts of New York, and each Party irrevocably
consents to such personal jurisdiction and waives all objections thereto, but does so only for the purposes of this Agreement. |
| Item 9. | Assignability. This Agreement, and the rights and obligations hereunder, may not be assigned
by either Party without the express written consent of the other Party. |
| Item 10. | Entire Agreement; Amendment. This Agreement may be amended only by a written instrument
signed by the Parties. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral or written, between the Parties with respect to the subject matter
of this Agreement. |
| Item 11. | Survival. The Parties acknowledge that Sections 5 through 8 of this Agreement shall survive
the termination of the Agreement. |
| Item 12. | Counterparts. This Agreement may be executed in multiple counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same instrument, and it shall not be necessary in
making proof of this Agreement to produce or account for more than one such counterpart. |
[Signature page to follow.]
IN WITNESS WHEREOF, the Parties have executed this Agreement
as of the date and year first above written.
| XXXX PARTNERS LLC |
[COOPERATING PARTY] |
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