Callaway 2009 Annual Report Download - page 65

PART III
Item 10. Directors, Executive Officers and Corporate Governance
Certain information concerning the Company’s executive officers is included under the caption “Executive
Officers of the Registrant” following Part I, Item 4 of this Form 10-K. The other information required by Item 10
will be included in the Company’s definitive Proxy Statement under the captions “Board of Directors and
Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance,” to be filed with the
Commission within 120 days after the end of fiscal year 2009 pursuant to Regulation 14A, which information is
incorporated herein by this reference.
Item 11. Executive Compensation
The Company maintains employee benefit plans and programs in which its executive officers are
participants. Copies of certain of these plans and programs are set forth or incorporated by reference as Exhibits
to this report. Information required by Item 11 will be included in the Company’s definitive Proxy Statement
under the captions “Compensation of Executive Officers and Directors,” “Compensation Discussion and
Analysis,” “Report of the Compensation and Management Succession Committee” and “Board of Directors and
Corporate Governance,” to be filed with the Commission within 120 days after the end of fiscal year 2009
pursuant to Regulation 14A, which information is incorporated herein by this reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters
The information required by Item 12 will be included in the Company’s definitive Proxy Statement under
the caption “Beneficial Ownership of the Company’s Securities,” to be filed with the Commission within
120 days after the end of fiscal year 2009 pursuant to Regulation 14A, which information is incorporated herein
by this reference.
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) outstanding and authorized for issuance under all equity compensation plans of
the Company, and the number of shares that could be issued under the Company’s Employee Stock Purchase
Plan as of December 31, 2009. See Note 13 “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
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) .......... 7,753(4) $11.98 7,162(2)
Equity Compensation Plans Not Approved by
Shareholders(3) ......................... 2,277(3) $17.10 —
Total .............................. 10,030 $13.28 7,162(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,
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