0000837465-14-000004 Sample Contracts

Callaway Golf Company Recipient: Performance Unit Grant Effective Grant Date: Number of Units: Plan: Amended and Restated 2004 Incentive Plan
Callaway Golf Co • April 25th, 2014 • Sporting & athletic goods, nec • Delaware

CALLAWAY GOLF COMPANY, a Delaware corporation (the "Company"), has elected to grant to you, the Recipient named above, a performance share unit award subject to the restrictions and on the terms and conditions set forth below, in consideration for your services to the Company. Terms not otherwise defined in this Performance Unit Grant Agreement (“Agreement”) will have the meanings ascribed to them in the Plan identified above (the “Plan”).

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AMENDED & RESTATED EXECUTIVE ENTRUSTMENT AGREEMENT
Executive Entrustment Agreement • April 25th, 2014 • Callaway Golf Co • Sporting & athletic goods, nec

Callaway Golf K.K., a company organized and existing under the laws of Japan with its registered head office located at Shin-Onarimon, Building 1F, 6-17-19 Shinbashi, Minato-ku, Tokyo, 105-0004, Japan (the "Company"), a wholly-owned subsidiary of Callaway Golf Company, a Delaware USA corporation (“Callaway Golf Company”);

FIRST AMENDMENT TO OFFICER EMPLOYMENT AGREEMENT
Officer Employment Agreement • April 25th, 2014 • Callaway Golf Co • Sporting & athletic goods, nec

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 Brian P. Lynch ("Employee").

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