CALLAWAY GOLF COMPANY OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • August 2nd, 2012 • Callaway Golf Co • Sporting & athletic goods, nec • California
This Officer Employment Agreement (“Agreement”) is entered into as of June 1, 2012 (the “Effective Date”) by and between Callaway Golf Company, a Delaware corporation, (the “Company”) and Brian P. Lynch (“Employee”).
Callaway Golf Company Recipient: Non-Employee Director Effective Grant Date: Phantom Stock Unit Grant Number of Units:Callaway Golf Co • August 2nd, 2012 • Sporting & athletic goods, nec • Delaware
CALLAWAY GOLF COMPANY, a Delaware corporation (the “Company”), has elected to grant to you, the Recipient named above, a Phantom Stock 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 Phantom Stock Unit Grant Agreement (“Agreement”) will have the meanings ascribed to them in the Callaway Golf Company Amended and Restated 2004 Incentive Plan (the “Plan”).
Re: Fifth Amendment to Contract of Employment / Effective 01 January 2012Callaway Golf Co • August 2nd, 2012 • Sporting & athletic goods, nec
This Fifth Amendment to Contract of Employment (“Fifth Amendment”) is entered into effective 01 January 2012 between you and Callaway Golf South Pacific Pty Ltd (“Callaway”) pursuant to Clause 22 of the Contract of Employment entered into between the parties as of 21 October 2009, as amended (collectively, the “Contract”), and amends the terms and conditions of the Contract as follows:
THIRD AMENDMENT TO DIRECTOR’S SERVICE AGREEMENTDirector’s Service Agreement • August 2nd, 2012 • Callaway Golf Co • Sporting & athletic goods, nec
This Third Amendment to Director’s Service Agreement (“Third Amendment”) is entered into as of 01 January 2012 by and between Callaway Golf Europe Ltd., a company incorporated in the United Kingdom (the “Company”), and Neil Howie (“Executive”).
FOURTH AMENDMENT TO EXECUTIVE ENTRUSTMENT AGREEMENTExecutive Entrustment Agreement • August 2nd, 2012 • Callaway Golf Co • Sporting & athletic goods, nec
This Fourth Amendment to Executive Entrustment Agreement (“Fourth Amendment”) is entered into effective January 1, 2012, by and between Callaway Golf K.K., a company organized and existing under the laws of Japan (the “Company”) and Alex Boezeman (“Director”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2012 • Callaway Golf Co • Sporting & athletic goods, nec • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 11, 2012, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lenders (in such capacity, “Agent”), CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”), CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), and the other Obligors party hereto.
