Callaway 2009 Annual Report Download - page 66

1996 Stock Option Plan or Non-Employee Directors Stock Option Plan at December 31, 2009. 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 2,478,423 shares reserved for issuance under the Employee Stock Purchase Plan. During 2009 and
2008, the Company purchased 421,000 and 260,000 shares, respectively, of its common stock under the
Employee Stock Purchase Plan.
(3) Consists of 1,827,198 shares underlying stock options issuable from the 1995 Employee Stock Incentive
Plan (the “1995 Plan”) and 450,000 shares underlying stock options issuable from the 1992 Promotion,
Marketing and Endorsement Stock Incentive Plan (the “Promotion 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 6,005,940 and 947,932 shares underlying stock options and RSUs, respectively, issuable from the
2004 Incentive Plan; 194,000 and 100,327 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 8,000 shares underlying stock options issuable from the Non-Employee
Directors Stock Option Plan. Does not include shares under the Employee Stock Purchase Plan.
(5) Does not include shares underlying RSUs, which do not have an exercise price, or shares under the
Employee Stock Purchase Plan.
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, 2009. For additional information, see Note 13 “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
the fair market value of the Company’s common stock on the date of grant, the Company’s practice was to
generally grant stock options at exercise prices equal to the fair market value of the Company’s common stock on
the date of grant.
Promotion Plan. Under the Promotion Plan, the Company granted stock options to golf professionals and
other endorsers of the Company’s products. Such grants were generally made at prices that were equal to the fair
market value of the Company’s common stock on the date of grant.
Item 13. Certain Relationships, Related Transactions and Director Independence
The information required by Item 13 will be included in the Company’s definitive Proxy Statement under
the caption “Compensation of Executive Officers and Directors—Compensation Committee Interlocks and
Insider Participation,” “Certain Relationships and Transactions with Related Persons,” 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 14. Principal Accountant Fees and Services
The information included in Item 14 will be included in the Company’s definitive Proxy Statement under
the caption “Information Concerning Independent Registered Public Accounting Firm” 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.
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