Exhibit 10.9.2
AMENDMENT NO. 1 TO
TAX INDEMNIFICATION AGREEMENTS
This Amendment No. 1 to Tax Indemnification Agreements (this "First
Amendment") is made effective as of January 1, 1996 by and between Callaway Golf
Company, a California corporation (the "Company") and those certain employees of
the Company listed on Schedule A hereto (the "Employees").
WHEREAS the Company and the Employees are signatories and parties to
certain Tax Indemnification Agreements effective as of September 1, 1995 (the
"Tax Agreements"); and
WHEREAS the Company desires to amend the Tax Agreements in a manner
that is fully consistent with the original agreements, and clarifies those
agreements to make clear that the benefits of the Tax Agreements are to be
realized to the fullest extent appropriate; and
WHEREAS such an amendment to the Tax Agreements would not work
contrary to the contractual rights, benefits or obligations of the Employees
under the Tax Agreements, and therefore can be implemented by the Company
unilaterally;
NOW THEREFORE it is agreed as follows:
1. Each and every one of the Tax Agreements is hereby deemed to be
amended, effective January 1, 1996, as follows:
(a) Exhibit A to said Tax Agreements is hereby stricken and deleted,
and otherwise rendered null and void as of the effective date of this First
Amendment; and
(b) A new paragraph 7 to said Tax Agreements is hereby added to each
and every one of the Tax Agreements, and made a part thereof effective as of the
effective date of this First Amendment, the contents of which are as follows:
7. It is intended that this Agreement shall apply in any and all
situations where Recipient might be subject to Sections 280G and/or 4999 of
the Code or similar successor provisions or similar state or local tax
laws, and therefore, for purposes of this Agreement, Change of Control
shall mean a change in the ownership or effective control of the Company,
or in the ownership of a substantial portion of the Company's assets, as
defined under the Code and/or such other tax laws.
2. Except as set forth in this First Amendment, the Tax Agreements
shall continue as in effect prior to the effectiveness hereof.
3. To the extent this First Amendment is held by a court of law or
any other properly authorized tribunal to be ineffective or invalid, the Tax
Agreements so affected shall be deemed to have not been amended and shall remain
in force and effect as they were prior to the attempted amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed unilaterally on behalf of the Company effective as of the date set
forth above.
COMPANY
Callaway Golf Company,
a California corporation
By: /s/XXXXXX X. XXX
---------------------
Name: Xxxxxx X. Xxx
---------------------
Title: President and COO
---------------------
SCHEDULE A
AMENDMENT NO. 1 TO TAX INDEMNIFICATION AGREEMENT
Xxx Xxxxxxxx
Xxxxxx X. Xxx
Xxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxx X. Xxxxxxxxxxx
Xxx X. Xxxxxxxxx
Xxx Xxxxxxxxxxx
Xxxxx Xxxxxx
Xxxxxx Xxxxxx
Xxxx Xxxxx
Xxxxxxx Xxxxxxx
Xxxx Xxxxxxxx
Xxxxx Holiday
Xxxx Xxxxxxxxx
Xxxxx Xxxxxx
Xxxx Xxxxxx
Xxxxxx XxXxxxxxx
Xxxxxxx Xxxx
Xxxxxxxxx O'Mea
Xxxxxx Xxx
Xxxxx Xxxx
Xxxxxxx Xxxx
