Callaway 2013 Annual Report Download - page 61

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47
grants would be made under the 1995 Plan. No grants have been made under the 1995 Plan since May 2004, and all
shares outstanding at December 31, 2013 expired in January 2014.
(3) Includes 60,489 shares underlying RSUs issuable under the 2013 Non-Employee Directors Incentive Plan; 4,072,382
and 761,400 shares underlying stock options and RSUs, respectively, issuable from the 2004 Incentive Plan; 86,000
and 58,631 shares underlying stock options and RSUs, respectively, issuable from the 2001 Non-Employee Directors
Stock Incentive Plan; and 100,000 shares underlying stock options issuable from the 1996 Stock Option Plan. The
shares issuable under the 1996 Stock Option Plan expired in January 2014.
(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.
(6) Outstanding shares underlying restricted stock units granted under the 2001 Directors Plan, 2004 Plan and 2013
Directors Plan include accrued incremental dividend equivalent rights.
Equity Compensation Plans Not Approved By Shareholders
The 1995 Plan is an equity compensation plan which was not approved by shareholders. No grants have been made
under the 1995 Plan since May 2004, and all shares outstanding as of December 31, 2013 expired in January 2014. 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 2013 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 2013 pursuant to Regulation 14A, which information is incorporated herein by this
reference.