EXHIBIT 10.56
THIRD AMENDMENT TO
FIRST AMENDED EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
This Third Amendment to the First Amended Executive Officer Employment
Agreement ("Third Amendment") is made effective as of March 30, 2005 by and
between CALLAWAY GOLF COMPANY, a Delaware corporation (the "Company"), and
XXXXXXX X. HOLIDAY ("Employee").
A. The Company and Employee are parties to that certain First Amended
Executive Officer Employment Agreement entered into as of June 1, 2002, as
amended by a First Amendment entered into as of March 1, 2003, and as further
amended by a Second Amendment effective as of September 15, 2003 (as amended,
the "First Amended Agreement").
B. The Company and Employee desire to amend further the First Amended
Agreement pursuant to Section 15 thereof, 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 19(a) of the First Amended Agreement is amended to read as
follows:
"(a) AMOUNT. Special Severance shall consist of (i) severance payments
equal to one-half of Employee's then current base salary at the same
rate and on the same payment schedule as in effect at the time of
termination for a period equal to the greater of twenty-four (24)
months from the date of termination or the remainder of any Renewal
Term; (ii) the payment of premiums owed for COBRA insurance benefits
for a period of time equal to the maximum time allowable under COBRA,
but not to exceed twenty-four (24) months in any event; and (iii) no
other severance."
2. Section 20(a) of this First Amended Agreement is amended to read as
follows:
"(a) TERMS AND CONDITIONS. Subject to the requirements set forth in
this Section, Employee shall be eligible for Incentive Payments in the
event that Employee is terminated by the Company without substantial
cause pursuant to Sections 8(a) or 9(a), or terminates employment for
good reason pursuant to Section 8(c). Incentive Payments shall be
equal to one-half of Employee's then-current base salary paid at the
rate and on the same payment schedule as in effect at the time of
termination for a period of time equal to the greater of twenty-four
(24) months from the date of termination or the remainder of any
Renewal Term. Incentive Payments shall be conditioned upon Employee
choosing not to engage (whether as an owner, employee, agent,
consultant, or in any other capacity) in any business or venture that
competes with the business of the Company or any of its affiliates. If
Employee chooses to engage in such activities, then the Company shall
have no obligation to make Incentive Payments for the period of time
during which Employee chooses to do so."
3. But for the amendments contained herein, and any other written
amendments properly executed by the parties, the First Amended
Agreement shall otherwise remain unchanged.
IN WITNESS WHEREOF, the parties have executed this Third Amendment to be
effective as of the date first written above.
EMPLOYEE COMPANY
Callaway Golf Company,
a Delaware corporation
By:
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Xxxxxxx X. Holiday Xxxxxxx X. Xxxxx
Chairman of the Board and CEO
