TRUST AGREEMENTAmended Trust Agreement • February 27th, 2006 • Callaway Golf Co /Ca • Sporting & athletic goods, nec • California
THIS AMENDED TRUST AGREEMENT (“Trust Agreement”) is made and entered into as of January 1, 2005, between Callaway Golf Company, Inc., a Delaware corporation (the “Company”), and U.S. Trust Company, N. A., a national banking association (the “Trustee”), to evidence the trust (the “Trust”) to be established, pursuant to the 2002 Callaway Golf Company Executive Deferred Compensation Plan (“2002 Plan”) and the 2005 Callaway Golf Company Executive Deferred Compensation Plan (“2005 Plan”) (each a “Plan” and together, the “Plans”) that require the establishment of a trust, for the benefit of a select group of management, highly compensated employees and/or Directors who contribute materially to the continued growth, development and business success of the Company and those subsidiaries of the Company, if any, that participate in the Plans (collectively, “Subsidiaries,” or singularly, “Subsidiary”).
