Exhibit 10.2
FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED CHIEF
EXECUTIVE OFFICER EMPLOYMENT AGREEMENT
This First Amendment to the First
Amended and Restated Chief Executive Officer Employment Agreement
(“First Amendment”) is entered into effective
January 26, 2009, by and between Callaway Golf Company
, a Delaware corporation (the “Company”) and George
Fellows (“Employee”).
A. The Company and Employee are
parties to that certain First Amended and Restated Chief Executive
Officer Employment Agreement entered into as of September 3,
2008, (the “Agreement”).
B. The Company and Employee desire
to amend the Agreement pursuant to Section 10(b) of the
Agreement.
NOW, THEREFORE, in consideration of
the foregoing and other consideration, the value and sufficiency of
which are acknowledged, the Company and Employee agree as
follows:
1. Expenses and Benefits
.
5(b) Paid Time Off . Employee
acknowledges that, effective February 2, 2009, or as soon
thereafter as reasonably practicable, the Company’s Paid Time
Off Program, as applied to officers, has been temporarily modified
for 2009 to reduce the rate of Paid Time Off accrual for Employee
by ten (10) days on an annualized basis and prorated for the
remainder of 2009.
5(d) Retirement . Employee
acknowledges that the Company’s 401(k) retirement investment
plan has been amended for 2009 to eliminate the Company matching of
401(k) contributions for all employees, including
officers.
Employee acknowledges that these
temporary changes do not constitute a breach of the terms and
conditions of the Agreement, and that these changes shall remain in
effe
