CALLAWAY GOLF COMPANY
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(AS AMENDED AND RESTATED AUGUST 17, 1999)
1. ADOPTION. This Callaway Golf Company Non-Employee Directors Stock Option Plan (the "PLAN") is
effective as of September 1, 1992, subject to approval by the Board of Directors and shareholders of Callaway
Golf Company (the "COMPANY").
2. PURPOSE. The Plan is designed to promote the interests of the Company and its shareholders by using
investment interests in the Company to attract and retain highly qualified independent directors.
3. ADMINISTRATION. The Plan shall be administered by the Company, which shall have the power to
construe the Plan, to determine all questions arising under the Plan, to adopt and amend such rules and
regulations for the administration of the Plan as it may deem desirable, and otherwise to carry out the terms of the
Plan. The interpretation and construction by the administrator of any provisions of the Plan or of any option
granted under the Plan shall be final. Notwithstanding the foregoing, the administrator shall have no authority or
discretion as to the selection of persons eligible to receive options granted under the Plan, the number of shares
covered by options granted under the Plan, the timing of such grants, or the exercise price of options granted
under the Plan, which matters are specifically governed by the provisions of the Plan.
4. ELIGIBLE DIRECTORS. A person shall be eligible to receive grants of options under this Plan (an
"ELIGIBLE DIRECTOR") if, at the time of the option's grant, he or she is a duly elected or appointed member of
the Company's Board of Directors, but is not then otherwise an employee of the Company or any of its
subsidiaries or affiliates and has not been an employee of the Company or any of its subsidiaries or affiliates since
the beginning of the Company's preceding fiscal year.
5. SHARES OF COMMON STOCK SUBJECT TO THE PLAN AND GRANT LIMIT. The shares that may
be issued upon exercise of option