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Ceo Employment Agreement

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EXHIBIT 10.50

CALLAWAY GOLF COMPANY

FIRST AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

This First Amended and Restated Chief Executive Officer Employment Agreement (" Agreement" ) is entered into as of September 3, 2008, by and between Callaway Golf Company , a Delaware corporation, (the " Company" ) and George Fellows (" Employee" ).

Background A. The Company and Employee are parties to that certain Chief Executive Officer Employment Agreement entered into as of July 29, 2005 (" Original Employment Agreement" ).

B. The Company and Employee desire to extend the term of the Original Employment Agreement and to make other changes thereto as hereinafter set forth, and further desire to have all changes and amendments reflected in an amended and restated agreement for ease of reference and use.

Agreement

In consideration of the foregoing background and the mutual agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee, intending to be legally bound, hereby agree as follows: 1. TERM . The Company hereby agrees to continue to employ Employee and Employee hereby accepts continued employment pursuant to the terms and provisions of this Agreement for the period as of the date first above written and ending December 15, 2011, unless this Agreement is earlier terminated as hereinafter provided. 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. TITLES; POSITIONS .

(a) Employee shall serve as President and Chief Executive Officer of the Company. Employee' s duties shall be the usual and customary duties of the offices in which Employee serves. Employee shall report solely to the Board of Directors.

(b) So long as Employee continues to meet the standards required of a Director, Employee shall continue to be nominated for election as a Director at each subsequent annual meeting of shareholders during the term of this Agreement. Upon termination of this Agreement, unless the Company' s Board of Directors determines otherwise, Employee shall resign as a director of the Company, as well as from any positions as a director or officer of any subsidiary or affiliate of the Company.

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. 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, involvement with appropriate community and charitable activities, continuing to serve on (i) the boards of directors of VF Corporation and Jack in the Box, Inc. (which are public companies), (ii) the board of directors of Aero Products International, Inc. (so long as it remains a privately held company), and (iii) the California Governor' s Council on Physical Fitness and Sports, or from devoting a reasonable amount of time to such matters, provided that such activities and service 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 not less than $925,000 per year (prorated for any partial years of employment), payable in equal installments on regularly scheduled Company pay dates as they may be adjusted from time to time.

(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 acknowledges that currently all bonuses are discretionary. However, and notwithstanding the foregoing, it is agreed that during the term of this Agreement Employee shall have a target annual bonus opportunity equal to 100% of Employee' s annual base salary paid in the pertinent year, based upon the achievement of realistic performance goals determined by the Board of Directors (or appropriate committee thereof) in consultation with Employee. For the sake of clarity, if Employee remains employed with the Company through December 15, 2011, Employee shall be entitled to a bonus payout for 2011, subject to the achievement of the applicable performance goals, notwithstanding that Employee is not an Employee on the last day of 2011.

(c) Long Term Incentives .

(i) Effective as of the first regularly scheduled meeting of the Compensation and Management Succession Committee of the Board of Directors (or other similarly empowered committee) on or after the date first above written, Employee shall be granted the following long-term incentive awards: (A) a stock option award with a grant date value of $1,000,000, with the number of shares underlying the award determined by dividing $1,000,000 by the value of a stock option for one share. The option value shall be calculated based upon the Black-Scholes option valuation methodology using the same assumptions the Company uses for financial reporting purposes. The exercise price shall be the closing price of the Company' s common stock on the date of grant. Subject to earlier cancellation upon termination of employment, the stock option shall be for a term of ten years and shall vest in three equal annual installments with 1 / 3 vesting on each of the first three anniversaries of the date of grant. Except as set forth below in subsection (iii) of this section, the other terms of the stock option shall be governed substantially by the terms of the Company' s current form of stock option agreement for officers.

(B) a restricted stock unit award with a grant date value of $1,000,000 dollars, with the number of underlying units being equal to $1,000,000 divided by the closing price of the Company' s common stock on the date of grant. Each unit shall represent the contingent right to receive one share of the Company' s common stock. The restricted stock unit award shall vest in full on December 15, 2011, subject to earlier cancellation upon termination of employment. Except as set forth below in subsection (iii) of this section, the other terms of the restricted stock unit award shall be governed substantially by the terms of the Company' s current form of restricted stock unit agreement for officers.

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(C) a cash unit award for 1,000,000 units, with each unit being a contingent right to receive $1 per unit upon vesting. The cash unit award shall vest in full on December 15, 2011, subject to earlier cancellation upon termination of employment. Except as set forth below in subsection (iii) of this section, the other terms of the cash unit award shall be governed substantially by the terms of the Company' s current form of service based cash unit agreement for officers. (ii) Commencing January 1, 2009, and so long as Employee remains employed under this Agreement, the Company shall provide Employee an opportunity to participate in the Company' s applicable long-term incentive plan for senior officers with an award value of at least $3.2 million in each of 2009 and 2010 and $2.13 million in 2011. In each of those years, the Compensation and Management Succession Committee (or other similarly empowered Committee) will determine the type of awards to be granted to Mr. Fellows and will approve the grant of such awards. The awards are to be granted on the same date the long-term incentive awards are granted to the other senior officers for the applicable year. The number of shares underlying any stock option award will be determined based upon the award value divided by the value of a stock option for one share. The option value shall be calculated based upon the Black-Scholes option valuation methodology using the same assumptions the Company uses for financial reporting purposes. In each of 2009 and 2010, at least 2 / 3 of the award value granted to Employee will be allocated to awards that vest solely based upon continued service and not upon performance criteria and at least 1 / 2 of such service-based awards (i.e. 1 / 3 of the entire award value) shall be full value awards. In 2011, at least 1 / 2 of the award value granted to Employee will be allocated to awards that vest solely based upon continued service and not upon performance criteria. Except as set forth below in subsection (iii) of this section, the other terms of the awards will be governed substantially by the terms of the Company' s then current form of award agreements for senior officers. (iii) With regard to the awards to be granted under this Section 4(c) (the " New Awards" ), if Employee remains employed by the Company through December 15, 2011, then the New Awards shall be permitted to continue to vest in accordance with their applicable vesting schedules subsequent to the termination of Employee' s employment and Employee shall have up to three years after the termination of employment (not to exceed the original ten year term) to exercise any vested New Award stock options, all of the foregoing provided and only for so long as Employee (A) executes and delivers a fully effective release in the form attached hereto as Exhibit B within sixty (60) days after the date of termination of employment, (B) chooses not to engage in any business or venture that competes with the business of the Company or any of its affiliates, (C) does not harm, injure or disparage the Company or its directors, officers, employees, agents affiliates, vendors, products, customers or their successors, and (D) continues to comply with Employee' s post-termination obligations under this Agreement.

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.

(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

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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 $3,000,000 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 from time to time.

(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.

(f) Country Club Membership . Employee shall be provided with access to a country club in accordance with the Company' s country club use policy, as modified from time to time. The club membership itself shall belong to, and be the property of, the Company, not Employee.

(g) Travel Allowance . On or before the first payroll date in April of each year during the term of this Agreement (commencing April 2009), Employee shall be paid a lump sum of $67,500 to assist Employee with travel expenses not reimbursed under the Company' s travel reimbursement policies.

(h) Auto Allowance . During the term of this Agreement, Employee shall be entitled to an auto allowance of not less than $1,000 per month for expenses associated with acquiring and maintaining an automobile of Employee' s choice under the Company' s auto allowance policy for senior officers.

(i) Relocation Allowance . If Employee remains employed with the Company under this Agreement through December 15, 2011, then the Company shall reimburse employee for actual expenses incurred by Employee in relocating his personal property to his residence in New York, New York up to an aggregate amount of $15,000. To be eligible for reimbursement of such expenses, such relocation must be completed by December 31, 2012. Employee shall not be entitled to reimbursement for any other relocation expenses.

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, or as provided in Section 9(c) of this Agreement. 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.

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7. TERMINATION .

(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 (including Paid Time Off) accrued and unpaid as of the date of termination; (ii) a lump sum amount equal to Employee' s then current annual base salary pro rated for service through the date of termination; and (iii) the immediate vesting of all unvested long-term incentive compensation, whether in the form of options, restricted stock, restricted stock units, performance shares, cash units, stock appreciation rights or otherwise constituted. Performance based awards that may vest pursuant to this section will not be paid unless, and then only to the extent that, the performance goals underlying such awards have been satisfied at the end of the applicable performance period. Any potential payment related to the accelerated vesting of such performance based awards will be paid following the completion of the relevant performance period and the evaluation of whether the performance goals have been met, and any such payment will be made to Employee at the same time other participants receive payment. 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 (including Paid Time Off) accrued and unpaid as of the date of termination; and (ii) no other severance. " Substantial cause" shall mean for purposes of this subsection Employee' s (i) continued failure to substantially perform Employee' s duties after a written demand for substantial performance has been delivered to Employee by the Board of Directors; (ii) material breach of this Agreement that is not cured to the reasonable satisfaction of the Board of Directors within thirty (30) days after delivery of written notice describing the breach; (iii) 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; (iv) conviction of, or plea of guilty or nolo contendere to, a felony; or (v) 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 entity . " Good Reason" shall have the meaning given to it in subsection 7(c).

(c) Termination by Employee for Good Reason . 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 (i) any compensation (including Paid Time Off) accrued and unpaid as of the date of termination; (ii) a lump sum amount equal to Employee' s then current annual base salary pro rated for service through the date of termination; and (iii) the immediate vesting of all unvested long-term incentive compensation, whether in the form of options, restricted stock, restricted stock units, performance shares, cash units, stock appreciation rights or otherwise constituted. Performance based awards that may vest pursuant to this section will not be paid unless, and then only to the extent that, the performance goals underlying such awards have been satisfied at the end of the applicable performance period. Any potential payment related to the accelerated vesting of such performance based awards will be paid following the completion of the relevant performance period and the evaluation of whether the performance goals have been met, and any such payment will be made to Employee at the same time other participants receive payment. 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). 5 George Fellows

" Good Reason" shall mean for purposes of this subsection and subsection 7(b) a material breach of this Agreement by the Company. To terminate employment for Good Reason pursuant to this subsection, Employee must within ninety (90) days after the occurrence of the material breach giving rise to a termination for Good Reason notify the Company in writing of the specific elements of the material breach and that Employee intends to terminate his employment pursuant to this subsection because of the material breach. The Company shall have thirty (30) days following its receipt of such notice (the " Cure Period" ) to cure the material breach and provide Employee with written notice of such cure. Should the Company not cure the material breach and provide the written notice to Employee required by this subsection, then Employee shall have the option to terminate employment immediately pursuant to this subsection, such option arising on the day following the expiration of the Cure Period and terminating on the 90 th day following the expiration of the Cure Period. If Employee chooses not to terminate employment within the 90-day period following the expiration of the Cure Period, Employee shall be deemed to have waived his right to terminate this agreement based upon the material breach asserted.

(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 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 (including Paid Time Off) accrued and unpaid as of the date of termination; (ii) 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; (iii) a lump sum amount equal to Employee' s then current annual base salary pro rated for service through the date of termination; (iv) the immediate vesting of all unvested long-term incentive compensation, whether in the form of options, restricted stock, restricted stock units, performance shares, cash units, stock appreciation rights or otherwise constituted, 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) if Employee makes a timely election for continued health insurance coverage pursuant to COBRA, then (subject to Employee' s continued eligibility for COBRA benefits) the payment of premiums owed for such COBRA insurance benefits for a period of up to 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 (i) and (ii) above, any amounts received by Employee pursuant to disability or other insurance, or similar sources, provided by the Company. Performance based awards that may vest pursuant to this section will not be paid unless, and then only to the extent that, the performance goals underlying such awards have been satisfied at the end of the applicable performance period. Any potential payment related to the accelerated vesting of such performance based awards will be paid following the completion of the relevant performance period and the evaluation of whether the performance goals have been met, and any such payment will be made to Employee at the same time other participants receive payment.

(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. 6 George Fellows

(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 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, Special Severance shall consist of (A) paying to Employee severance payments at the rate of Employee' s then current base salary from the date of termination until December 15, 2011 (prorated for any partial years), which payments shall be payable in equal installments on the same pay schedule as in effect at the time of termination; (B) if Employee makes a timely election for continued health insurance coverage pursuant to COBRA, then subject to Employee' s continued eligibility for such COBRA and/or CalCOBRA insurance benefits, the payment of premiums owed for such COBRA and/or CalCOBRA insurance benefits until the later of December 15, 2011 or one year after the date of termination; and (C) no other severance. (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) a total amount equal to 3.0 times Employee' s then current annual base salary, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of thirty-six (36) months from the date of termination; (B) if Employee makes a timely election for continued health insurance coverage pursuant to COBRA, then subject to Employee' s continued eligibility for such COBRA and/or CalCOBRA insurance benefits, the payment of premiums owed for COBRA and/or CalCOBRA insurance benefits for a period of thirty-six (36) months from the date of termination; and (C) no other severance. (iii) Amount in the Event of a Subsequent Change in Control . Notwithstanding any other provisions to the contrary, if a Change in Control (as defined in Exhibit A) occurs within six (6) months following a termination of Employee' s employment under this Agreement pursuant to Sections 7(a) or 7(c), and that Change in Control is the direct result of discussions or undertakings that were ongoing as of the date of such termination, then the amount of Special Severance shall be calculated in accordance with Section 7(g)(ii).

(iv) Conditions on Receiving Special Severance . Notwithstanding anything else to the contrary, it is expressly understood that any obligation of the Company to pay Special Severance pursuant to this Agreement shall be subject to (A) Employee' s continued compliance with the terms and conditions of Sections 8 and 11; (B) 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 (C) Employee' s execution and delivery of a fully effective release in the form attached hereto as Exhibit B within sixty (60) days after the date of termination of employment.

(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 at the rate of Employee' s then current base salary from the date of termination until December 15, 2011 (prorated for any partial years), which payments shall be payable in equal installments on the same pay schedule as in effect at the time of termination.

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(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 3.0 times Employee' s then current annual base salary, payable in equal installments on the same pay schedule as in effect at the time of termination over a period of thirty-six (36) months from the date of termination.

(iii) Amount in the Event of a Subsequent Change in Control . Notwithstanding any other provisions to the contrary, if a Change in Control (as defined in Exhibit A) occurs within six (6) months following a termination of Employee' s employment under this Agreement pursuant to Sections 7(a) or 7(c), and that Change in Control is the direct result of discussions or undertakings that were ongoing as of the date of such termination, then the amount of available Incentive Payments shall be calculated in accordance with Section 7(h)(ii).

(iv) 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. For purposes of this Section, Employee shall not be deemed to " own" an entity if Employee holds less than 2% beneficial ownership interests of a firm, corporation or venture.

(v) Sole Consideration . Employee and the Com
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