Callaway 2008 Annual Report Download - page 37

Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about the number of stock options and shares underlying
Restricted Stock Units (RSUs) and Performance Units outstanding and authorized for issuance under all equity
compensation plans of the Company as of December 31, 2008. See Note 12 “Share-Based Compensation” to the
Notes to Consolidated Financial Statements for further discussion of the equity plans of the Company.
Equity Compensation Plan Information
Plan Category
Number of Shares
to be Issued Upon
Exercise of
Outstanding Options and
Vesting of RSUs and
Performance Units
Weighted Average
Exercise Price of
Outstanding Options(5)
Number of Shares
Remaining
Available for
Future Issuance
(In thousands, except dollar amounts)
Equity Compensation Plans Approved by
Shareholders (including ESPP)(1) .......... 4,818(4) $14.90 5,709(2)
Equity Compensation Plans Not Approved by
Shareholders(3) ......................... 2,454(3) $17.16 —
Total .............................. 7,272 $15.75 5,709(2)
(1) Consists of the following plans: 1991 Stock Incentive Plan, 1996 Stock Option Plan, Non-Employee
Directors Stock Option Plan, 2001 Non-Employee Directors Stock Incentive Plan and 2004 Incentive Plan
and Employee Stock Purchase Plan. No shares are available for grant under the 1991 Stock Incentive Plan,
1996 Stock Option Plan or Non-Employee Directors Stock Option Plan at December 31, 2008. The 2001
Non-Employee Directors Stock Incentive Plan permits the award of stock options, restricted stock and
restricted stock units. The 2004 Incentive Plan permits the award of stock options, restricted stock,
performance units and various other stock-based awards.
(2) Includes 2,900,066 shares reserved for issuance under the Employee Stock Purchase Plan.
(3) Consists of 1,943,548 shares underlying stock options issuable from the 1995 Employee Stock Incentive
Plan and 510,000 shares underlying stock options issuable from the 1992 Promotion, Marketing and
Endorsement Stock Incentive Plan. In connection with shareholder approval of the 2004 Incentive Plan, the
Company agreed that no further grants would be made under the 1995 Plan or the Promotion Plan. No
grants have been made under the 1995 Plan since May 2004 or under the Promotion Plan since March 2002.
(4) Includes 3,320,008, 166,226 and 562,066 shares underlying stock options, Performance Share Units and
RSUs, respectively, issuable from the 2004 Incentive Plan; 194,000 and 63,483 shares underlying stock
options and RSUs, respectively, issuable from the 2001 Non-Employee Directors Stock Incentive Plan;
75,000 shares underlying stock options issuable from the 1991 Stock Incentive Plan; 421,500 shares
underlying stock options issuable from the 1996 Stock Option Plan; and 16,000 shares underlying stock
options issuable from the Non-Employee Directors Stock Option Plan.
(5) Does not include shares underlying RSUs and Performance Units, which do not have an exercise price.
Equity Compensation Plans Not Approved By Shareholders
The Company has the following equity compensation plans which were not approved by shareholders: the
1995 Employee Stock Incentive Plan (the “1995 Plan”) and the 1992 Promotion, Marketing and Endorsement
Stock Incentive Plan (the “Promotion Plan”). No shares are available for grant under the 1995 Plan or the
Promotion Plan at December 31, 2008. For additional information, see Note 12 “Share-Based Compensation” to
the Notes to Consolidated Financial Statements.
1995 Plan. Under the 1995 Plan, the Company granted stock options to non-executive officer employees
and consultants of the Company. Although the 1995 Plan permitted stock option grants to be made at less than
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