EXHIBIT 10.57
CALLAWAY GOLF COMPANY RECIPIENT:
RESTRICTED STOCK GRANT EFFECTIVE GRANT DATE:
NUMBER OF SHARES:
PLAN: 2004 Equity Incentive Plan
CALLAWAY GOLF COMPANY, a Delaware corporation (the "COMPANY"), has
elected to grant to you, the Recipient named above, an award of stock subject to
the restrictions and on the terms and conditions set forth below. Terms not
otherwise defined in this Restricted Stock Grant will have the meanings ascribed
to them in the Plan identified above (the "PLAN").
1. GOVERNING PLAN. The Recipient hereby acknowledges receipt of a copy of
the Plan and a Prospectus for the Plan (the "PLAN PROSPECTUS"). This
Restricted Stock Grant is subject in all respects to the applicable
provisions of the Plan, which are incorporated herein by this reference.
In the case of any conflict between the provisions of the Plan and this
Restricted Stock Grant, the provisions of the Plan will control.
2. GRANT OF RESTRICTED STOCK. Effective as of the Effective Grant Date
identified above, the Company has granted and issued to the Recipient the
Number of Shares of the Company's Common Stock identified above (the
"RESTRICTED STOCK"), subject to the terms, conditions and restrictions
set forth in this Restricted Stock Grant.
3. RESTRICTIONS ON THE GRANTED STOCK. The Restricted Stock is subject to the
following restrictions:
(A) NO TRANSFER. The shares of Restricted Stock may not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed
of or encumbered until the restrictions set forth in this
paragraph lapse or expire as provided in paragraph 4, and any
additional requirements or restrictions contained in this
Restricted Stock Grant have been satisfied, terminated or waived
by the Company in writing.
(B) CANCELLATION OF UNVESTED SHARES. In the event Recipient ceases to
be an employee of the Company or its subsidiary for any reason
before the restrictions set forth in this paragraph have lapsed or
expired as provided in paragraph 4, the Company will cancel and
void all shares of Restricted Stock for which such restrictions
have not lapsed or expired (i.e. unvested shares); PROVIDED,
HOWEVER, that the Board of Directors or its designee may, in its
discretion, determine not to cancel and void all or part of such
unvested shares, in which case the Board of Directors or designee
may impose whatever conditions it considers appropriate on any
shares that are not cancelled or voided.
(C) CERTIFICATE. The certificate(s) representing the Restricted Stock
will remain in the physical custody of the Company or its
designated agent until the restrictions set forth in this
paragraph lapse or expire as provided in paragraph 4, and any
additional requirements or restrictions contained in this
Restricted Stock Grant have been satisfied, terminated or
expressly waived by the Company in writing. Notwithstanding the
foregoing, the Company may elect to maintain the shares in
book-entry form with its transfer agent unless and until the
Company is required to deliver the certificates hereunder.
(D) RESTRICTIVE LEGEND. The certificate(s) representing the Restricted
Stock may bear a legend making reference to any restrictions (or
other terms and conditions) imposed by this Restricted Stock Grant
as the Company deems necessary or appropriate to enforce such
restrictions (or other terms and conditions).
4. LAPSE OF RESTRICTIONS. The restrictions imposed under PARAGRAPH 3 will
lapse and expire, and the shares of Restricted Stock will vest, in
accordance with the following:
(A) VESTING SCHEDULE. Subject to earlier cancellation, the
restrictions imposed under PARAGRAPH 3 will lapse and be removed
with respect to the number of shares of Restricted Stock set forth
below in accordance with the vesting schedule set forth below (the
"VESTING SCHEDULE"):
NUMBER OF SHARES DATE RESTRICTIONS LAPSE
The Board of Directors or its designee, however, may, in its
discretion, accelerate the Vesting Schedule (in which case, the
Board of Directors or designee may impose whatever conditions it
considers appropriate on the accelerated portion); and PROVIDED,
FURTHER, that the restrictions imposed under paragraph 3 will
automatically lapse and be removed immediately prior to any Change
in Control, if the Recipient is an employee of the Company or its
subsidiary at that time. For purposes hereof, "Change in Control"
shall have the meaning set forth in Exhibit A attached hereto.
(B) PAYMENT OF TAXES. Upon the lapse of the restrictions in accordance
with the foregoing, Recipient must pay in the form of a check or
cash or other cash equivalents to the Company such amount as the
Company determines it is required to withhold under applicable
laws as a result of the lapse of such restrictions; provided that
Recipient may satisfy such withholding obligation by authorizing
the Company to withhold from the shares for which such
restrictions have lapsed that number of shares having an aggregate
Fair Market Value (as defined in the Plan), determined as of the
date the withholding tax obligation arises, equal to the amount of
the total withholding tax obligation; provided, however, that,
the number of shares so withheld shall not have an aggregate Fair
Market Value in excess of the minimum required withholding.
(C) RELEASE OF CERTIFICATE. As soon as practicable after the lapse and
removal of the restrictions applicable to all or any portion of
the Restricted Stock as provided in this paragraph, the Company
will release (or cause to be issued) certificate(s) representing
such Restricted Stock to the Recipient, provided that the
Recipient has paid to the Company, by cash or check, an amount
sufficient to satisfy any taxes or other amounts required by any
governmental authority to be withheld and paid over to such
authority for the Recipient's account, or otherwise made
arrangements satisfactory to the Company for the payment of such
amounts through withholding or otherwise.
5. VOTING AND OTHER RIGHTS. Notwithstanding anything to the contrary in the
foregoing, during the period prior to the lapse and removal of the
restrictions set forth in paragraph 3, except as otherwise provided
herein, the Recipient will have all of the rights of a shareholder with
respect to all of the Restricted Stock, including without limitation the
right to vote the Restricted Stock and the right to receive all dividends
or other distributions with respect to the Restricted Stock. In
connection with the payment of such dividends or other distributions, the
Company will be entitled to deduct any taxes or other amounts required by
any governmental authority to be withheld and paid over to such authority
for the Recipient's account.
6. SECTION 83(B) ELECTION. the Internal Revenue Code, or comparable
provisions of any state tax law, to include in the Recipient's gross
income the amount by which the fair market value of the Restricted Stock
the Recipient acquires exceeds the consideration paid for such shares
ONLY IF, prior to making any such election, the Recipient (a) timely
notifies the Company in writing of the Recipient's intention to make such
election by delivering to the Company a copy of a fully-executed Section
83(b) Election Form approved by the Company and (b) pays to the Company
an amount sufficient to satisfy any taxes or other amounts required by
any governmental authority to be withheld or paid over to such authority
for the Recipient's account, or otherwise makes arrangements satisfactory
to the Company for the payment of such amounts through withholding or
otherwise. RECIPIENT HEREBY ACKNOWLEDGES THAT (I) THE FOREGOING DOES NOT
SET FORTH ALL THE REQUIREMENTS FOR EFFECTING A VALID 83(B) ELECTION, (II)
THAT RECIPIENT WILL NEED TO TAKE ADDITIONAL ACTION, INCLUDING MAKING
CERTAIN FILINGS WITH THE INTERNAL REVENUE SERVICE TO MAKE A VALID 83(B)
ELECTION AND (III) THAT THE COMPANY HAS NO RESPONSIBILITY FOR ENSURING
THAT RECIPIENT SATISFIES THE REQUIREMENTS FOR A VALID 83(B) ELECTION.
7. TAXABLE EVENT. THE RECIPIENT ACKNOWLEDGES THAT THE RESTRICTED STOCK WILL
HAVE SIGNIFICANT TAX CONSEQUENCES TO THE RECIPIENT AND RECIPIENT IS
HEREBY ADVISED TO CONSULT WITH RECIPIENT'S OWN TAX ADVISORS CONCERNING
SUCH TAX CONSEQUENCES. A general description of the U.S. federal income
tax consequences related to restricted stock awards is set forth in the
Plan Prospectus.
8. GOVERNING LAW. This Restricted Stock Grant will be governed by and
construed in accordance with the laws of the State of Delaware and
applicable federal law.
IN WITNESS WHEREOF, the Company and Recipient have executed this
Restricted Stock Grant effective as of the Effective Grant Date.
CALLAWAY GOLF COMPANY RECIPIENT
By:
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EXHIBIT A
A "Change in Control" means the following and shall be deemed to
occur if any of the following events occurs:
(a) Any person, entity or group, within the meaning of Section 13(d) or
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") but excluding
the Company and its subsidiaries and any employee benefit or stock ownership
plan of the Company or its subsidiaries and also excluding an underwriter or
underwriting syndicate that has acquired the Company's securities solely in
connection with a public offering thereof (such person, entity or group being
referred to herein as a "Person") becomes the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of
either the then outstanding shares of Common Stock or the combined voting power
of the Company's then outstanding securities entitled to vote generally in the
election of directors; or
(b) Individuals who, as of the effective date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board of Directors of the Company,
provided that any individual who becomes a director after the effective date
hereof whose election, or nomination for election by the Company's shareholders,
is approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered to be a member of the Incumbent Board
unless that individual was nominated or elected by any Person having the power
to exercise, through beneficial ownership, voting agreement and/or proxy, 20% or
more of either the outstanding shares of Common Stock or the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors, in which case that individual shall not
be considered to be a member of the Incumbent Board unless such individual's
election or nomination for election by the Company's shareholders is approved by
a vote of at least two-thirds of the directors then comprising the Incumbent
Board; or
(c) Consummation by the Company of the sale, lease, exchange or other
disposition (in one transaction or a series of related transactions) by the
Company of all or substantially all of the Company's assets or a reorganization
or merger or consolidation of the Company with any other person, entity or
corporation, other than
(i) a reorganization or merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior thereto (or, in
the case of a reorganization or merger or consolidation that is preceded or
accomplished by an acquisition or series of related acquisitions by any Person,
by tender or exchange offer or otherwise, of voting securities representing 5%
or more of the combined voting power of all securities of the Company,
immediately prior to such acquisition or the first acquisition in such series of
acquisitions) continuing to represent, either by remaining outstanding or by
being converted into voting securities of another entity, more than 50% of the
combined voting power of the voting securities of the Company or such other
entity outstanding immediately after such reorganization or merger or
consolidation (or series of related transactions involving such a reorganization
or merger or consolidation), or
(ii) a reorganization or merger or consolidation effected to implement a
recapitalization or reincorporation of the Company (or similar transaction) that
does not result in a material change in beneficial ownership of the voting
securities of the Company or its successor; or
(d) Approval by the shareholders of the Company or an order by a court of
competent jurisdiction of a plan of complete liquidation or dissolution of the
Company.