Callaway 2012 Annual Report Download - page 68

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2011. The shares available for grant under this plan are only available to satisfy incremental dividend
equivalent rights for outstanding awards. The 2004 Incentive Plan permits the award of stock options,
restricted stock, performance units and various other stock-based awards.
(2) Consists of shares in underlying stock options issuable from the 1995 Employee Stock Incentive Plan (the
“1995 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. No grants have been made under the 1995 Plan since
May 2004.
(3) Includes 4,297,223 and 539,095 shares underlying stock options and RSUs, respectively, issuable from the
2004 Incentive Plan; 144,000 and 114,086 shares underlying stock options and RSUs, respectively, issuable
from the 2001 Non-Employee Directors Stock Incentive Plan; and 246,500 shares underlying stock options
issuable from the 1996 Stock Option Plan.
(4) Includes unvested shares underlying stock dividend equivalent rights on restricted stock units.
(5) Does not include shares underlying RSUs, which do not have an exercise price.
Equity Compensation Plans Not Approved By Shareholders
The 1995 Plan is an equity compensation plan which was not approved by shareholders. 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 generally to grant stock options at
exercise prices equal to the fair market value of the Company’s common stock on the date of grant. No shares are
available for grant under the 1995 Plan at December 31, 2012 and no grants have been made under the 1995 Plan
since May 2004. For additional information, see Note 15 “Share-Based Compensation” to the Notes to
Consolidated Financial Statements in this Form 10-K.
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 2012
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 2012 pursuant to Regulation 14A, which information is
incorporated herein by this reference.
54