Senior VP International Employment Agreement

Exhibit 10.58

CALLAWAY GOLF COMPANY

OFFICER EMPLOYMENT AGREEMENT This Officer Employment Agreement (" Agreement" ) is entered into effective as of July 20, 2006, by and between Callaway Golf Company , a Delaware corporation, (the " Company" ) and Thomas Yang (" Employee" ).

1. TERM . The Company hereby employs Employee and Employee hereby accepts employment pursuant to the terms and provisions of this Agreement for the period commencing July 20, 2006, and terminating March 31, 2007, unless this Agreement is earlier terminated as hereinafter provided. If Employee is still employed upon expiration of this Agreement, Employee' s status shall be one of at-will employment. At all times during the term of this Agreement, Employee shall be considered an employee of the Company within the meaning of all federal, state and local laws and regulations, including, but not limited to, laws and regulations governing unemployment insurance, workers' compensation, industrial accident, labor and taxes. 2. TITLE . Employee shall serve as Senior Vice President, International, of the Company. Employee' s duties shall be the usual and customary duties of the offices in which Employee serves. Employee shall report to the Chief Executive Officer or such other person as the Chief Executive Officer shall designate from time to time. The Board of Directors and/or the Chief Executive Officer of the Company may change employee' s title, position and/or duties at any time, provided, however, that the change is not one of the type described in sections 9(b)(iii)(iv) or (v) during the term of this Agreement only. Both parties understand and agree that the restrictions immediately preceding this sentence shall not be carried over into any new agreement offered to Employee for 2007 or thereafter. 3. SERVICES TO BE EXCLUSIVE . During the term hereof, Employee agrees to devote Employee' s full productive time and best efforts to the performance of Employee' s duties hereunder pursuant to the supervision and direction of the Company' s Board of Directors, its Chief Executive Officer or their designee. Employee further agrees, as a condition to the performance by the Company of each and all of its obligations hereunder, that so long as Employee is employed by the Company, Employee will not directly or indirectly render services of any nature to, otherwise become employed by, or otherwise participate or engage in any other business without the Company' s prior written consent. Nothing herein contained shall be deemed to preclude Employee from having outside personal investments and involvement with appropriate community or charitable activities, or from devoting a reasonable amount of time to such matters, provided that this shall in no manner interfere with or derogate from Employee' s work for the Company.

4. COMPENSATION .

(a) Base Salary . The Company agrees to pay Employee a base salary at the rate of $350,000 per year (prorated for any partial years of employment), payable in equal installments on regularly scheduled Company pay dates. (b) Annual Bonus . The Company shall provide Employee an opportunity to earn an annual bonus based upon participation in the Company' s applicable bonus plan as it may or may not exist from time to time. Employee has been provided with a copy of the 2006 Senior Management Annual Incentive Plan. As provided therein, all bonuses are discretionary. (c) Long Term Incentive . The Company shall provide Employee an opportunity to participate in the Company' s applicable long term incentive plan as it may or may not exist from time to time. Employee has been provided with a copy of the 2006 Long Term Incentive Plan. As provided therein, all long term incentives are discretionary.

(d) Signing Bonus . (i) Within fourteen (14) days of Employee commencing employment on site with the Company, the Company shall pay to Employee a signing bonus in the amount of $25,000, less taxes and other required withholding; and

(ii) Within fourteen (14) days of Employee' s one-year anniversary with the Company, the Company shall pay to Employee an additional signing bonus in the amount of $25,000, less taxes and other required withholding. Should Employee voluntarily terminate his employment with the Company during his first year of employment, this bonus shall not be owed.

5. EXPENSES AND BENEFITS . (a) Reasonable and Necessary Expenses . In addition to the compensation provided for in Section 4, the Company shall reimburse Employee for all reasonable, customary and necessary expenses incurred in the performance of Employee' s duties hereunder. Employee shall first account for such expenses in accordance with the policies and procedures set by the Company from time to time for reimbursement of such expenses. The amount, nature, and extent of such expenses shall always be subject to the control, supervision and direction of the Company and its Chief Executive Officer. (b) Paid Time Off . Employee shall accrue paid time off in accordance with the terms and conditions of the Company' s Paid Time Off Program, as stated in the Company' s Employee Handbook, and as may be modified from time to time. Subject to the maximum accrual permitted under the Paid Time Off Program, Employee shall accrue paid time off at the rate of thirty (30) days per year. The time off may be taken any time during the year subject to prior approval by the Company. The Company reserves the right to pay Employee for unused, accrued benefits in lieu of providing time off. (c) Insurance . During Employee' s employment with the Company pursuant to this Agreement, the Company shall provide for Employee to:

(i) participate in the Company' s health insurance and disability insurance plans as the same may be modified from time to time;

(ii) receive, if Employee is insurable under usual underwriting standards, term life insurance coverage on Employee' s life, payable to whomever Employee directs, in an amount equal to three (3) times Employee' s base salary, not to exceed a maximum of $1,500,000.00 in coverage, provided that Employee completes the required health statement and application and that Employee' s physical condition does not prevent Employee from qualifying for such insurance coverage under reasonable terms and conditions; and (d) Retirement . Employee shall be permitted to participate in the Company' s 401(k) retirement investment plan, employee stock purchase plan and executive deferred compensation plan pursuant to the terms of such plans, as the same may be modified from time to time, to the extent such plans are offered to other officers of the Company. Employee has been provided with a summary plan description of the 401(k) Retirement Plan.

(e) Estate Planning and Other Perquisites . To the extent the Company provides tax and estate planning and related services, or any other perquisites and personal benefits to other officers generally from time to time, such services and perquisites shall be made available to Employee on the same terms and conditions.


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(f) Relocation to San Diego County . Employee shall receive a relocation benefits package to assist with the relocation of Employee' s family to San Diego County, California, as more fully described in the Relocation Benefits Package provided under separate cover. Said relocation shall be completed within six (6) months of the two-year anniversary of Employee' s start date with the Company in order for Employee to receive the benefits set forth in the Relocation Benefits Package.

6. TAXES . Employee acknowledges that Employee is responsible for all taxes related to Employee' s compensation except for those taxes for which the Company is obligated to pay under applicable law or regulation. Employee agrees that the Company may withhold from Employee' s compensation any amounts that the Company is required to withhold under applicable law or regulation. 7. TERMINATION OF EMPLOYMENT .

(a) Termination by the Company Without Substantial Cause . Employee' s employment under this Agreement may be terminated by the Company at any time without substantial cause. In the event of a termination by the Company without substantial cause, Employee shall be entitled to receive (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee' s target bonus for the current year pro-rated over the portion of the year actually employed; and (iii) the immediate vesting of all unvested equity-based incentive awards held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of twelve (12) months from the date of such termination. In addition to the foregoing and subject to the provisions thereof, Employee shall be eligible to receive Special Severance as described in subsection 7(g) and Incentive Payments as described in subsection 7(h).

(b) Termination by the Company for Substantial Cause or by Employee Without Good Reason . Employee' s employment under this Agreement may be terminated immediately and at any time by the Company for substantial cause or by Employee without good reason. In the event of such a termination, Employee shall be entitled to receive (i) any compensation accrued and unpaid as of the date of termination; and (ii) no other severance. " Substantial cause" shall mean Employee' s (1) failure to substantially perform Employee' s duties; (2) material breach of this Agreement; (3) misconduct, including but not limited to, use or possession of illegal drugs during work and/or any other action that is damaging or detrimental in a significant manner to the Company; (4) conviction of, or plea of guilty or nolo contendere to, a felony; or (5) failure to cooperate with, or any attempt to obstruct or improperly influence, any investigation authorized by the Board of Directors or any governmental or regulatory agency . (c) Termination by Employee for Good Reason or Non-Renewal . (i) Employee' s employment under this Agreement may be terminated immediately by Employee for good reason at any time. In the event of a termination by Employee for good reason, Employee shall be entitled to receive (1) any compensation accrued and unpaid as of the date of termination; (2) a cash payment equal to Employee' s target bonus for the current year pro-rated over the portion of the year actually employed; and (3) the immediate vesting of all unvested equity-based incentive awards held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of twelve (12) months from the date of such termination. In addition to the foregoing and subject to the provisions thereof, Employee shall be eligible to receive Special Severance as described in subsection 7(g) and Incentive Payments as described in subsection 7(h). " Good Reason" shall mean a material breach of this Agreement by the Company.

(ii) Should this Agreement expire pursuant to its terms and Employee becomes an at-will employee pursuant to Section 1, and provided further that the Company has not offered Employee a new employment agreement on substantially the same or better terms and has


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not otherwise terminated Employee' s employment for substantial cause or due to permanent disability, then Employee shall have the option for forty-five (45) days following the expiration of this Agreement to terminate Employee' s employment due to the Company' s non-renewal. In the event of a termination of employment by Employee for non-renewal, Employee shall be entitled to receive (1) any compensation accrued and unpaid as of the date of termination; (2) a cash payment equal to Employee' s target bonus for the current year pro-rated over the portion of the year actually employed; and (3) the immediate vesting of all unvested equity-based incentive awards held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of twelve (12) months from the date of such termination. In addition to the foregoing and subject to the provisions thereof, Employee shall be eligible to receive Special Severance as described in subsection 7(g) and Incentive Payments as described in subsection 7(h). It is expressly understood that if Employee and the Company enter into a new written employment agreement, or if the Company offers Employee a new written employment agreement on substantially the same or better terms, then Employee shall have no right or option to terminate employment for non-renewal of this Agreement. It is further understood that any termination of Employee' s employment by the Company during any such forty-five day period for reasons other than substantial cause or permanent disability shall be deemed to be a termination by Employee for non-renewal pursuant to this section.

(d) Termination Due to Permanent Disability . Subject to all applicable laws, Employee' s employment under this Agreement may be terminated immediately by the Company in the event Employee becomes permanently disabled. Permanent disability shall be defined as Employee' s failure to perform or being unable to perform all or substantially all of Employee' s duties under this Agreement for a continuous period of more than six (6) months on account of any physical or mental disability, either as mutually agreed to by the parties or as reflected in the opinions of three (3) qualified physicians, one of which has been selected by the Company, one of which has been selected by Employee, and one of which has been selected by the two other physicians jointly. In the event of a termination by the Company due to Employee' s permanent disability, Employee shall be entitled to (i) any compensation accrued and unpaid as of the date of termination; (ii) a cash payment equal to Employee' s target bonus for the current year pro-rated over the portion of the year actually employed; (iii) severance payments equal to Employee' s then current base salary at the same rate and on the same schedule as in effect at the time of termination for a period of six (6) months from the date of termination; (iv) the immediate vesting of all unvested equity-based incentive awards held by Employee that would have vested had Employee remained employed pursuant to this Agreement for a period of six (6) months from the date of such termination; (v) the payment of premiums owed for COBRA insurance benefits for a period of twelve (12) months from the date of termination; and (vi) no other severance. The Company shall be entitled to take as an offset against any amounts due pursuant to subsections (iii) and (v) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company.

(e) Termination by Mutual Agreement of the Parties . Employee' s employment pursuant to this Agreement may be terminated at any time upon the mutual agreement in writing of the parties. Any such termination of employment shall have the consequences specified in such agreement. (f) Pre-Termination Rights . The Company shall have the right, at its option, to require Employee to vacate Employee' s office or otherwise remain off the Company' s premises and to cease any and all activities on the Company' s behalf without such action constituting a termination of employment or a breach of this Agreement. (g) Special Severance.

(i) Amount in Event of a Termination Pursuant to Section 7(a) or 7(c). In the event of a termination pursuant to Sections 7(a) or 7(c) of this Agreement, Special Severance shall consist of a total amount equal to 0.500 times the sum of Employee' s most recent annual base


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salary and annual target bonus, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twelve (12) months from the date of termination.

(ii) Amount in the Event of a Termination Pursuant to Section 9 . In the event of a termination pursuant to Section 9 of this Agreement, then Special Severance shall consist of a total amount equal to 1.000 times the sum of the Employee' s most recent annual base salary and annual target bonus, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twenty-four (24) months from the date of termination. All such Special Severance shall be subject to the provisions of Section 9(c).

(iii) Additional Special Severance . In addition to the Special Severance referenced above, Employee shall be entitled to the payment of premiums owed for COBRA and/or CalCOBRA insurance benefits and the continuation of the tax and estate planning service benefit (on the then-existing terms and conditions) through the period during which Employee is receiving Special Severance. In addition, the Company shall offer to provide, at Company expense, up to one (1) year of outplacement services through a professional outplacement firm of the Company' s choosing. (iv) Conditions on Receiving Special Severance and/or Additional Special Severance . Notwithstanding anything else to the contrary, it is expressly understood that any obligation of the Company to pay Special Severance and/or Additional Special Severance pursuant to this Agreement shall be subject to Employee' s continued compliance with the terms and conditions of Sections 8 and 11; Employee' s continued forbearance from directly, indirectly or in any other way, disparaging the Company, its officers or employees, vendors, customers, products or activities, or otherwise interfering with the Company' s press, public and media relations; and the execution by Employee, prior to receiving any Special Severance or Additional Special Severance, of a release in the form attached hereto as Exhibit B. (h) Incentive Payments.

(i) Amount in the Event of a Termination Pursuant to Sections 7(a) or 7(c) . In the event of a termination pursuant to Sections 7(a) or 7(c) of this Agreement, Employee shall be offered the opportunity to receive Incentive Payments in a total amount equal to 0.500 times the sum of Employee' s most recent annual base salary and target bonus, payable in equal installments on the same pay schedule in effect at the time of termination over a period of twelve (12) months from the date of termination.

(ii) Amount in the Event of a Termination Pursuant to Section 9 . In the event of a termination pursuant to Section 9 of this Agreement, Employee shall be offered the opportunity to receive Incentive Payments in a total amount equal to 1.000 times the sum of Employee' s most recent annual base salary and annual target bonus, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of twenty-four (24) months from the date of termination. All such Incentive Payments shall be subject to the provisions of Section 9(c).

(iii) Terms and Conditions for Incentive Payments . Employee may receive Incentive Payments so long as Employee chooses 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 further Incentive Payments commencing upon the date which Employee chooses to do so. (iv) Sole Consideration . Employee and the Company agree and acknowledge that the sole and exclusive consideration for the Incentive Payments is Employee' s forbearance as described in subsection 7(h)(iii) above. In the event that subsection 7(h)(iii) is


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deemed unenforceable or invalid for any reason, then the Company will have no obligation to make Incentive Payments for the period of time during which it has been ...