CALLAWAY GOLF CO /CA
EXHIBIT 10.45
<DOCUMENT>
<TYPE>EX-10.45
<SEQUENCE>2
<FILENAME>a2029404zex-10_45.txt
<DESCRIPTION>EXHIBIT 10.45
<TEXT>

<PAGE>
                                                               Exhibit 10.45

                     EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

         This Executive Officer Employment Agreement ("Agreement") is entered
into as of September 1, 2000, by and between CALLAWAY GOLF COMPANY, a
Delaware corporation (the "Company"), and STEVEN C. MCCRACKEN ("Employee").

         1.       TERM.

                  (a) The Company hereby employs Employee and Employee hereby
accepts employment pursuant to the terms and provisions of this Agreement for
the period commencing September 1, 2000 and terminating December 31, 2003
(the "Initial Term"), unless this Agreement is earlier terminated as
hereinafter provided.

                  (b) On December 31, 2003, and on each December 31
thereafter (the "Extension Dates"), the expiration date of this Agreement
shall be automatically extended one (1) year, through December 31 of the
following year, so long as (a) this Agreement is otherwise still in full
force and effect, (b) Employee is still employed by the Company pursuant to
this Agreement, (c) Employee is not otherwise in breach of this Agreement,
and (d) neither the Company nor Employee has given notice as provided in
Section 1(c) of this Agreement.

                  (c) At any time prior to an Extension Date, either Employee
or the Company may give written notice to the other ("Notice") that the next
automatic extension of the expiration date of this Agreement pursuant to
Section 1(b) shall be the final such automatic extension of the expiration
date of this Agreement. Thus, if either Employee or the Company gives Notice
on or before December 31, 2003, and all other conditions for automatic
extension of the expiration date of this Agreement pursuant to Section 1(b)
exist, then on December 31, 2003, the expiration date of this Agreement shall
be extended pursuant to Section 1(b) from December 31, 2003 to December 31,
2004, with this Agreement expiring on that date (if not earlier terminated
pursuant to its terms) without any further automatic extensions.

                  (d) Upon expiration of this Agreement, Employee's status
shall be one of at will employment.

         2.       SERVICES.

                  (a) Employee shall serve as Senior Executive Vice
President, Chief Legal Officer and Secretary, of the Company. Employee's
duties shall be the usual and customary duties of the offices in which
Employee serves. Employee shall report to such person as the Chief Executive
Officer shall designate. The Board of Directors and/or the Chief Executive
Officer of the Company may change employee's title, position and/or duties at
any time.

                  (b) Employee shall be required to comply with all policies
and procedures of the Company, as such shall be adopted, modified or
otherwise established by the Company from time to time.

                  (c) The Company and Employee agree that the services being
provided by Employee for the Company under the terms of this Agreement are
unique and intellectual in character and that the Employee and Company are
entering into this Agreement so that the Company will have the exclusive
benefit of those services during the entire term of the Agreement and any
extensions of the Agreement.

         3.       SERVICES TO BE EXCLUSIVE. During the term hereof, Employee
agrees to devote his or her full productive time and best efforts to the
performance of Employee's duties hereunder pursuant to the supervision and
direction of the Company's Board of Directors and its Chief Executive
Officer. Employee further agrees, as a condition to the performance by the
Company of each and all of its obligations hereunder, that so long as
Employee is employed by the Company or otherwise receiving

<PAGE>

compensation or other consideration from the Company, Employee will not
directly or indirectly render services of any nature to, otherwise become
employed by, or otherwise participate or engage in any other business without
the Company's prior written consent. Employee further agrees to execute such
secrecy, non-disclosure, patent, trademark, copyright and other proprietary
rights agreements, if any, as the Company may from time to time reasonably
require. Nothing herein contained shall be deemed to preclude Employee from
having outside personal investments and involvement with appropriate
community activities, and from devoting a reasonable amount of time to such
matters, provided that this shall in no manner interfere with or derogate
from Employee's work for the Company.

         4.       COMPENSATION.

                  (a) The Company agrees to pay Employee a base salary at the
rate of $450,000.00 per year.

                  (b) Effective January 1, 2001, the Company agrees to pay
Employee a base salary at the rate of $500,000.00 per year.

                  (c) The Company shall provide Employee an opportunity to
earn an annual bonus based upon participation in the Company's officer bonus
plan as it may or may not exist from time to time. Employee acknowledges that
currently all bonuses are discretionary, that the current officer bonus plan
does not include any nondiscretionary bonus plan, and that the Company does
not currently contemplate establishing any nondiscretionary bonus plan
applicable to Employee.

         5.       EXPENSES AND BENEFITS.

                  (a) REASONABLE AND NECESSARY EXPENSES. In addition to the
compensation provided for in Section 4 hereof, the Company shall reimburse
Employee for all reasonable, customary, and necessary expenses incurred in
the performance of Employee's duties hereunder. Employee shall first account
for such expenses by submitting a signed statement itemizing such expenses
prepared in accordance with the policy set by the Company for reimbursement
of such expenses. The amount, nature, and extent of such expenses shall
always be subject to the control, supervision, and direction of the Company
and its Chief Executive Officer.

                  (b) VACATION. Employee shall receive four (4) weeks paid
vacation for each twelve (12) month period of employment with the Company.
The vacation may be taken any time during the year subject to prior approval
by the Company, such approval not to be unreasonably withheld. Any unused
vacation will be carried forward from year to year. The maximum vacation time
Employee may accrue shall be three times Employee's annual vacation benefit.
The Company reserves the right to pay Employee for unused, accrued vacation
benefits in lieu of providing time off.

                  (c) BENEFITS. During Employee's employment with the Company
pursuant to this Agreement, the Company shall provide for Employee to:

                           (i) participate in the Company's health insurance
and disability insurance plans as the same may be modified from time to time;

                           (ii) receive, if Employee is insurable under usual
underwriting standards, term life insurance coverage on Employee's life,
payable to whomever the Employee directs, in the face amount of
$1,000,000.00, provided that Employee's physical condition does not prevent
Employee from qualifying for such insurance coverage under reasonable terms
and conditions;

                           (iii) participate in the Company's 401(k) pension
plan pursuant to the terms of the plan, as the same may be modified from time
to time;

                                       2
<PAGE>

                           (iv) participate in the Company's Executive
Deferred Compensation Plan, as the same may be modified from time to time; and

                           (v) participate in any other benefit plans the
Company provides from time to time to senior executive officers. It is
understood that benefit plans within the meaning of this subsection do not
include compensation or bonus plans.

                  (d) ESTATE PLANNING AND OTHER PERQUISITES. To the extent
the Company provides tax and estate planning and related services, or any
other perquisites and personal benefits to other senior executive officers
generally from time to time, such services and perquisites shall be made
available to Employee on the same terms and conditions.

                  (e) CLUB MEMBERSHIP. The Company shall pay the reasonable
cost of initiation associated with Employee gaining privileges at a mutually
agreed upon country club. Employee shall be responsible for all other
expenses and costs associated with such club use, including monthly member
dues and charges. The club membership itself shall belong to and be the
property of the Company, not Employee.

         6.       TAX INDEMNIFICATION. Employee shall be indemnified by the
Company for certain excise tax obligations, as more specifically set forth in
Exhibit A to this Agreement.

         7.       NONCOMPETITION.

                  (a) OTHER BUSINESS. To the fullest extent permitted by law,
Employee agrees that, while employed by the Company or otherwise receiving
compensation or other consideration from the Company (including any severance
pursuant to Section 8 of this Agreement), Employee will not, directly or
indirectly (whether as agent, consultant, holder of a beneficial interest,
creditor, or in any other capacity), engage in any business or venture which
engages directly or indirectly in competition with the business of the
Company or any of its affiliates, or have any interest in any person, firm,
corporation, or venture which engages directly or indirectly in competition
with the business of the Company or any of its affiliates. For purposes of
this section, the ownership of interests in a broadly based mutual fund shall
not constitute ownership of the stocks held by the fund.

                  (b) OTHER EMPLOYEES. Except as may be required in the
performance of his or her duties hereunder, Employee shall not cause or
induce, or attempt to cause or induce, any person now or hereafter employed
by the Company or any of its affiliates to terminate such employment while
employed by the Company and for a period of one (1) year thereafter.

                  (c) SUPPLIERS. While employed by the Company, and for one
(1) year thereafter, Employee shall not cause or induce, or attempt to cause
or induce, any person or firm supplying goods, services or credit to the
Company or any of its affiliates to diminish or cease furnishing such goods,
services or credit.

                  (d) CONFLICT OF INTEREST. While employed by the Company,
Employee shall not engage in any conduct or enterprise that shall constitute
an actual or apparent conflict of interest with respect to Employee's duties
and obligations to the Company.

                  (e) NON-INTERFERENCE. While employed by the Company, and
for one (1) year thereafter, Employee shall not in any way undertake to harm,
injure or disparage the Company, its officers, directors, employees, agents,
affiliates, vendors, products, or customers, or their successors, or in any
other way exhibit an attitude of hostility toward them. Employee understands
that it is the policy of the Company that only the Chief Executive Officer,
the Vice President of Press, Public and Media Relations and their specific
designees may speak to the press or media about the Company or its business,
and agrees not to interfere with the Company's press and public relations by
violating this policy.

                                       3
<PAGE>

         8.       TERMINATION.

                  (a) TERMINATION AT THE COMPANY'S CONVENIENCE. Employee's
employment under this Agreement may be terminated by the Company at its
convenience at any time. In the event of a termination by the Company for its
convenience, Employee shall be entitled to receive (i) any compensation
accrued and unpaid as of the date of termination; and (ii) the immediate
vesting of all unvested stock options held by Employee as of the date of such
termination. In addition to the foregoing, and subject to the provisions of
Section 20, Employee shall be entitled to Special Severance equal to (i)
severance payments equal to Employee's then current base salary at the same
rate and on the same schedule as in effect at the time of termination for a
period of time equal to twenty-four (24) months from the date of termination;
(ii) the payment of premiums owed for COBRA insurance benefits for a period
of time equal to the maximum time allowable under COBRA (currently eighteen
(18) months), but not to exceed twenty-four (24) months under any
circumstances; and (iii) no other severance.

                  (b) TERMINATION BY THE COMPANY FOR SUBSTANTIAL CAUSE.
Employee's employment under this Agreement may be terminated immediately by
the Company for substantial cause at any time. In the event of a termination
by the Company for substantial cause, Employee shall be entitled to receive
(i) any compensation accrued and unpaid as of the date of termination; and
(ii) no other severance. "Substantial cause" shall mean for purposes of this
subsection failure by Employee to substantially perform his or her duties,
breach of this Agreement, or misconduct, including but not limited to,
dishonesty, theft, use or possession of illegal drugs during work, and/or
felony criminal conduct.

                  (c) TERMINATION BY EMPLOYEE FOR SUBSTANTIAL CAUSE.
Employee's employment under this Agreement may be terminated immediately by
Employee for substantial cause at any time. In the event of a termination by
Employee for substantial cause, Employee shall be entitled to receive (i) any
compensation accrued and unpaid as of the date of termination; and (ii) the
immediate vesting of all unvested stock options held by Employee as of the
date of such termination. In addition to the foregoing, and subject to the
provisions of Section 20, Employee shall be entitled to Special Severance
equal to (i) severance payments equal to Employee's then current base salary
at the same rate and on the same schedule as in effect at the time of
termination for a period of time equal to twenty-four (24) months from the
date of termination; (ii) the payment of premiums owed for COBRA insurance
benefits for a period of time equal to the maximum time allowable under COBRA
(currently eighteen (18) months), but not to exceed twenty-four (24) months
under any circumstances; and (iii) no other severance. "Substantial cause"
shall mean for purposes of this subsection a material breach of this
Agreement by the Company.

                  (d) TERMINATION DUE TO PERMANENT DISABILITY. Subject to all
applicable laws, Employee's employment under this Agreement may be terminated
immediately by the Company in the event Employee becomes permanently
disabled. Permanent disability shall be defined as Employee's failure to
perform or being unable to perform all or substantially all of Employee's
duties under this Agreement for a continuous period of more than six (6)
months on account of any physical or mental disability, either as mutually
agreed to by the parties or as reflected in the opinions of three qualified
physicians, one of which has been selected by the Company, one of which has
been selected by Employee, and one of which has been selected by the two
other physicians jointly. In the event of a termination by the Company due to
Employee's permanent disability, Employee shall be entitled to (i) any
compensation accrued and unpaid as of the date of termination; (ii) severance
payments equal to Employee's then current base salary at the same rate and on
the same schedule as in effect at the time of termination for a period of
time equal to twenty-four (24) months from the date of termination; (iii) the
immediate vesting of outstanding but unvested stock options held by Employee
as of such termination date in a prorated amount based upon the number of
days in the option vesting period that elapsed prior to Employee's
termination; (iv) the payment of premiums owed for COBRA insurance benefits
for a period of time equal to the maximum time allowable under COBRA
(currently eighteen (18) months), but not to exceed twenty-four (24) months
under any circumstances; and (v) no other severance. The Company shall be
entitled to take, as an offset against any amounts due pursuant to
subsections (i) and (ii) above, any amounts received by Employee pursuant to
disability or other insurance, or similar sources, provided by the Company.

                                       4
<PAGE>

                  (e) TERMINATION DUE TO DEATH. Employee's employment under
this Agreement shall be terminated immediately by the Company in the event of
Employee's death. In the event of a termination due to Employee's death,
Employee's estate shall be entitled to (i) any compensation accrued and
unpaid as of the date of death; (ii) severance payments equal to Employee's
then current base salary at the same rate and on the same schedule as in
effect at the time of death for a period of time equal to the greater of the
remainder of the term of this Agreement or six (6) months from the date of
death; (iii) the immediate vesting of outstanding but unvested stock options
held by Employee as of the date of death in a prorated amount based upon the
number of days in the option vesting period that elapsed prior to Employee's
death; and (iv) no other severance.

                  (f) Any severance payments shall be subject to usual and
customary employee payroll practices and all applicable withholding
requirements. Except for such severance pay and other amounts specifically
provided pursuant to this Section 8, Employee shall not be entitled to any
further compensation, bonus, damages, restitution, relocation benefits, or
other severance benefits upon termination of employment. The amounts payable
to Employee pursuant to this Section 8 shall not be treated as damages, but
as severance compensation to which Employee is entitled by reason of
termination of employment under the applicable circumstances. The Company
shall not be entitled to set off against the amounts payable to Employee
hereunder any amounts earned by Employee in other employment after
termination of his or her employment with the Company pursuant to this
Agreement, or any amounts which might have been earned by Employee in other
employment had Employee sought such other employment. The provisions of this
Section 8 shall not limit Employee's rights under or pursuant to any other
agreement or understanding with the Company regarding any pension, profit
sharing, insurance or other employee benefit plan of the Company to which
Employee is entitled pursuant to the terms of such plan.

                  (g) TERMINATION BY MUTUAL AGREEMENT OF THE PARTIES.
Employee's employment pursuant to this Agreement may be terminated at any
time upon the mutual agreement in writing of the parties. Any such
termination of employment shall have the consequences specified in such
agreement.

                  (h) PRE-TERMINATION RIGHTS. The Company shall have the
right, at its option, to require Employee to vacate his or her office or
otherwise remain off the Company's premises and to cease any and all
activities on the Company's behalf without such action constituting a
termination of employment or a breach of this Agreement.

         9.       RIGHTS UPON A CHANGE IN CONTROL.

                  (a) If a Change in Control (as defined in Exhibit B hereto)
occurs before the termination of Employee's employment hereunder, then this
Agreement shall be automatically renewed (the "Renewed Employment Agreement")
in the same form and substance as in effect immediately prior to the Change
in Control, except that the Initial Term, as specified pursuant to Section 1
of this Agreement, shall be three (3) years commencing with the effective
date of the Change in Control, and the Extension Dates shall commence with
the second anniversary of the effective date of the Change in Control.

                  (b) Notwithstanding anything in this Agreement to the
contrary, if upon or at any time within one (1) year following any Change in
Control that occurs during the term of this Agreement there is a Termination
Event (as defined below), Employee shall be treated as if he or she had been
terminated for the convenience of the Company pursuant to Section 8(a), and
Employee shall be entitled to receive the same compensation and other
benefits and entitlements as are described in Section 8(a), as appropriate,
of this Agreement. Furthermore, the provisions of Section 8 shall continue to
apply during the term of the Renewed Employment Agreement except that, in the
event of a conflict between Section 8 and the rights of Employee described in
this Section 9, the provisions of this Section 9 shall govern.

                  (c) A "Termination Event" shall mean the occurrence of any
one or more of the following, and in the absence of the Employee's permanent
disability (defined in Section 8(d)), Employee's

                                       5
<PAGE>

death, and any of the factors enumerated in Section 8(b) providing for
termination by the Company for substantial cause:

                           (i) the termination or material breach of this
Agreement by the Company;

                           (ii) a failure by the Company to obtain the
assumption of this Agreement by any successor to the Company or any assignee
of all or substantially all of the Company's assets;

                           (iii) any material diminishment in the title,
position, duties, responsibilities or status that Employee had with the
Company, as a publicly traded entity, immediately prior to the Change in
Control;

                           (iv) any reduction, limitation or failure to pay
or provide any of the compensation, reimbursable expenses, stock options,
incentive programs, or other benefits or perquisites provided to Employee
under the terms of this Agreement or any other agreement or understanding
between the Company and Employee, or pursuant to the Company's policies and
past practices as of the date immediately prior to the Change in Control; or

                           (v) any requirement that Employee relocate or any
assignment to Employee of duties that would make it unreasonably difficult
for Employee to maintain the principal residence he or she had immediately
prior to the Change in Control.

         10.      SURRENDER OF EQUIPMENT, BOOKS AND RECORDS. Employee
understands and agrees that all equipment, books, records, customer lists and
documents connected with the business of the Company and/or its affiliates
are the property of and belong to the Company. Under no circumstances shall
Employee remove from the Company's facilities any of the Company's and/or its
affiliates' equipment, books, records, documents, lists or any copies of the
same without the Company's permission, nor shall Employee make any copies of
the Company's and/or its affiliates' books, records, documents or lists for
use outside the Company's office except as specifically authorized by the
Company. Employee shall return to the Company and/or its affiliates all
equipment, books, records, documents and customer lists belonging to the
Company and/or its affiliates upon termination of Employee's employment with
the Company.

         11.      GENERAL RELATIONSHIP. Employee shall be considered an
employee of the Company within the meaning of all federal, state and local
laws and regulations, including, but not limited to, laws and regulations
governing unemployment insurance, workers' compensation, industrial accident,
labor and taxes.

         12.      TRADE SECRETS AND CONFIDENTIAL INFORMATION.

                  (a) As used in this Agreement, the term "Trade Secrets and
Confidential Information" means information, whether written or oral, not
generally available to the public, regardless of whether it is suitable to be
patented, copyrighted and/or trademarked, which is received from the Company
and/or its affiliates, either directly or indirectly, including but not
limited to (i) concepts, ideas, plans and strategies involved in the
Company's and/or its affiliates' products, (ii) the processes, formulae and
techniques disclosed by the Company and/or its affiliates to Employee or
observed by Employee, (iii) the designs, inventions and innovations and
related plans, strategies and applications which Employee develops during the
term of this Agreement in connection with the work performed by Employee for
the Company and/or its affiliates; and (iv) third party information which the
Company and/or its affiliates has/have agreed to keep confidential.

                  (b) Notwithstanding the provisions of subsection 12(a), the
term "Trade Secrets and Confidential Information" does not include (i)
information which, at the time of disclosure or observation, had been
previously published or otherwise publicly disclosed; (ii) information which
is published (or otherwise publicly disclosed) after disclosure or
observation, unless such publication is a breach of this

                                       6
<PAGE>

Agreement or is otherwise a violation of contractual, legal or fiduciary
duties owed to the Company, which violation is known to Employee; or (iii)
information which, subsequent to disclosure or observation, is obtained by
Employee from a third person who is lawfully in possession of such
information (which information is not acquired in violation of any
contractual, legal, or fiduciary obligation owed to the Company with respect
to such information, and is known by Employee) and who is not required to
refrain from disclosing such information to others.

                  (c) While employed by the Company, Employee will have
access to and become familiar with various Trade Secrets and Confidential
Information. Employee acknowledges that the Trade Secrets and Confidential
Information are owned and shall continue to be owned solely by the Company
and/or its affiliates. Employee agrees that Employee will not, at any time,
whether during or subsequent to Employee's employment by the Company and/or
its affiliates, use or disclose Trade Secrets and Confidential Information
for any competitive purpose or divulge the same to any person other than the
Company or persons with respect to whom the Company has given its written
consent, unless Employee is compelled to disclose it by governmental process.
In the event Employee believes that Employee is legally required to disclose
any Trade Secrets or Confidential Information, Employee shall give reasonable
notice to the Company prior to disclosing such information and shall assist
the Company in taking such legally permissible steps as are reasonable and
necessary to protect the Trade Secrets or Confidential Information,
including, but not limited to, execution by the receiving party of a
non-disclosure agreement in a form acceptable to the Company.

                  (d) The provisions of this Section 12 shall survive the
termination or expiration of this Agreement, and shall be binding upon
Employee in perpetuity.

         13.      ASSIGNMENT OF RIGHTS.

                  (a) As used in this Agreement, "Designs, Inventions and
Innovations," whether or not they have been patented, trademarked, or
copyrighted, include, but are not limited to designs, inventions,
innovations, ideas, improvements, processes, sources of and uses for
materials, apparatus, plans, systems and computer programs relating to the
design, manufacture, use, marketing, distribution and management of the
Company's and/or its affiliates' products.

                  (b) As a material part of the terms and understandings of
this Agreement, Employee agrees to assign to the Company all Designs,
Inventions and Innovations developed, conceived and/or reduced to practice by
Employee, alone or with anyone else, in connection with the work performed by
Employee for the Company during Employee's employment with the Company,
regardless of whether they are suitable to be patented, trademarked and/or
copyrighted.

                  (c) Employee agrees to disclose in writing to the President
and CEO of the Company any Design, Invention or Innovation relating to the
business of the Company and/or its affiliates, which Employee develops,
conceives and/or reduces to practice in connection with any work performed by
Employee for the Company, either alone or with anyone else, while employed by
the Company and/or within twelve (12) months of the termination of
employment. Employee shall disclose all Designs, Inventions and Innovations
to the Company, even if Employee does not believe that he or she is required
under this Agreement, or pursuant to California Labor Code Section 2870, to
assign his or her interest in such Design, Invention or Innovation to the
Company. If the Company and Employee disagree as to whether or not a Design,
Invention or Innovation is included within the terms of this Agreement, it
will be the responsibility of Employee to prove that it is not included.

                  (d) Pursuant to California Labor Code Section 2870, the
obligation to assign as provided in this Agreement does not apply to any
Design, Invention or Innovation to the extent such obligation would conflict
with any state or federal law. The obligation to assign as provided in this
Agreement does not apply to any Design, Invention or Innovation that Employee
developed entirely on Employee's own time without using the Company's
equipment, supplies, facilities or Trade Secrets and Confidential Information
except those Designs, Inventions or Innovations that either:

                                       7
<PAGE>

                           (i) Relate at the time of conception or reduction
to practice to the Company's and/or its affiliates' business, or actual or
demonstrably anticipated research of the Company and/or its affiliates; or

                           (ii) Result from any work performed by Employee
for the Company and/or its affiliates.

                  (e) Employee agrees that any Design, Invention and/or
Innovation which is required under the provisions of this Agreement to be
assigned to the Company shall be the sole and exclusive property of the
Company. Upon the Company 's request, at no expense to Employee, Employee
shall execute any and all proper applications for patents, copyrights and/or
trademarks, assignments to the Company, and all other applicable documents,
and will give testimony when and where requested to perfect the title and/or
patents (both within and without the United States) in all Designs,
Inventions and Innovations belonging to the Company.

                  (f) The provisions of this Section 13 shall survive the
termination or expiration of this Agreement, and shall be binding upon
Employee in perpetuity.

         14.      ASSIGNMENT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and the successors and assigns of
the Company. Employee shall have no right to assign his rights, benefits,
duties, obligations or other interests in this Agreement, it being understood
that this Agreement is personal to Employee.

         15.      ATTORNEYS' FEES AND COSTS. If any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute or default in connection with any of its provisions, the
successful or prevailing party shall be entitled to recover reasonable
attorneys' fees incurred in such action or proceeding.

         16.      ENTIRE UNDERSTANDING. This Agreement sets forth the entire
understanding of the parties hereto with respect to the subject matter
hereof, and no other representations, warranties or agreements whatsoever as
to that subject matter have been made by Employee or the Company. This
Agreement shall not be modified, amended or terminated except by another
instrument in writing executed by the parties hereto. This Agreement replaces
and supersedes any and all prior understandings or agreements between
Employee and the Company regarding employment.

         17.      NOTICES. Any notice, request, demand, or other
communication required or permitted hereunder, shall be deemed properly given
when actually received or within five (5) days of mailing by certified or
registered mail, postage prepaid, to:

                  Employee:         Steven C. McCracken
                                    5186 Chelterham Terrace
                                    San Diego, California 92130

                  Company:          Callaway Golf Company
                                    2285 Rutherford Road
                                    Carlsbad, California  92008-8815
                                    Attn:  Ely Callaway
                                    Chairman and Chief Executive Officer

or to such other address as Employee or the Company may from time to time
furnish, in writing, to the other.

                                       8
<PAGE>

         18.      IRREVOCABLE ARBITRATION OF DISPUTES.

                  (a) EMPLOYEE AND THE COMPANY AGREE THAT ANY DISPUTE,
CONTROVERSY OR CLAIM ARISING HEREUNDER OR IN ANY WAY RELATED TO THIS
AGREEMENT, ITS INTERPRETATION, ENFORCEABILITY, OR APPLICABILITY, OR RELATING
TO EMPLOYEE'S EMPLOYMENT, OR THE TERMINATION THEREOF, THAT CANNOT BE RESOLVED
BY MUTUAL AGREEMENT OF THE PARTIES SHALL BE SUBMITTED TO BINDING ARBITRATION.
THIS INCLUDES, BUT IS NOT LIMITED TO, ALLEGED VIOLATIONS OF FEDERAL, STATE
AND/OR LOCAL STATUTES, CLAIMS BASED ON ANY PURPORTED BREACH OF DUTY ARISING
IN CONTRACT OR TORT, INCLUDING BREACH OF CONTRACT, BREACH OF THE COVENANT OF
GOOD FAITH AND FAIR DEALING, VIOLATION OF PUBLIC POLICY, VIOLATION OF ANY
STATUTORY, CONTRACTUAL OR COMMON LAW RIGHTS, BUT EXCLUDING WORKERS'
COMPENSATION, UNEMPLOYMENT MATTERS, OR ANY MATTER FALLING WITHIN THE
JURISDICTION OF THE STATE LABOR COMMISSIONER. THE PARTIES AGREE THAT
ARBITRATION IS THE PARTIES' ONLY RECOURSE FOR SUCH CLAIMS AND HEREBY WAIVE
THE RIGHT TO PURSUE SUCH CLAIMS IN ANY OTHER FORUM, UNLESS OTHERWISE PROVIDED
BY LAW. ANY COURT ACTION INVOLVING A DISPUTE WHICH IS NOT SUBJECT TO
ARBITRATION SHALL BE STAYED PENDING ARBITRATION OF ARBITRABLE DISPUTES.

                  (b) EMPLOYEE AND THE COMPANY AGREE THAT THE ARBITRATOR
SHALL HAVE THE AUTHORITY TO ISSUE PROVISIONAL RELIEF. EMPLOYEE AND THE
COMPANY FURTHER AGREE THAT EACH HAS THE RIGHT, PURSUANT TO CALIFORNIA CODE OF
CIVIL PROCEDURE SECTION 1281.8, TO APPLY TO A COURT FOR A PROVISIONAL REMEDY
IN CONNECTION WITH AN ARBITRABLE DISPUTE SO AS TO PREVENT THE ARBITRATION
FROM BEING RENDERED INEFFECTIVE.

                  (c) ANY DEMAND FOR ARBITRATION SHALL BE IN WRITING AND MUST
BE COMMUNICATED TO THE OTHER PARTY PRIOR TO THE EXPIRATION OF THE APPLICABLE
STATUTE OF LIMITATIONS.

                  (d) THE ARBITRATION SHALL BE CONDUCTED PURSUANT TO THE
PROCEDURAL RULES STATED IN THE NATIONAL RULES FOR RESOLUTION OF EMPLOYMENT
DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION ("AAA"). THE ARBITRATION
SHALL BE CONDUCTED IN SAN DIEGO BY A FORMER OR RETIRED JUDGE OR ATTORNEY WITH
AT LEAST 10 YEARS EXPERIENCE IN EMPLOYMENT-RELATED DISPUTES, OR A
NON-ATTORNEY WITH LIKE EXPERIENCE IN THE AREA OF DISPUTE, WHO SHALL HAVE THE
POWER TO HEAR MOTIONS, CONTROL DISCOVERY, CONDUCT HEARINGS AND OTHERWISE DO
ALL THAT IS NECESSARY TO RESOLVE THE MATTER. THE PARTIES MUST MUTUALLY AGREE
ON THE ARBITRATOR. IF THE PARTIES CANNOT AGREE ON THE ARBITRATOR AFTER THEIR
BEST EFFORTS, AN ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION WILL BE
SELECTED PURSUANT TO THE AMERICAN ARBITRATION ASSOCIATION NATIONAL RULES FOR
RESOLUTION OF EMPLOYMENT DISPUTES. THE COMPANY SHALL PAY THE COSTS OF THE
ARBITRATOR'S FEES.

                  (e) THE ARBITRATION WILL BE DECIDED UPON A WRITTEN DECISION
OF THE ARBITRATOR STATING THE ESSENTIAL FINDINGS AND CONCLUSIONS UPON WHICH
THE AWARD IS BASED. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO AWARD DAMAGES,
IF ANY, TO THE EXTENT THAT THEY ARE AVAILABLE UNDER APPLICABLE LAW(S). THE
ARBITRATION AWARD SHALL BE FINAL AND BINDING, AND MAY BE ENTERED AS A
JUDGMENT IN ANY COURT HAVING COMPETENT JURISDICTION. EITHER PARTY MAY SEEK
REVIEW PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1286, ET SEQ.

                  (f) IT IS EXPRESSLY UNDERSTOOD THAT THE PARTIES HAVE CHOSEN
ARBITRATION TO AVOID THE BURDENS, COSTS AND PUBLICITY OF A COURT PROCEEDING,
AND THE ARBITRATOR IS EXPECTED TO HANDLE ALL ASPECTS OF THE MATTER, INCLUDING
DISCOVERY AND ANY HEARINGS, IN SUCH A WAY AS TO MINIMIZE THE EXPENSE, TIME,
BURDEN AND PUBLICITY OF THE PROCESS, WHILE ASSURING A FAIR AND JUST RESULT.
IN PARTICULAR, THE PARTIES EXPECT THAT THE ARBITRATOR WILL LIMIT DISCOVERY BY
CONTROLLING THE AMOUNT OF DISCOVERY THAT MAY BE TAKEN (E.G., THE NUMBER OF
DEPOSITIONS OR INTERROGATORIES) AND BY RESTRICTING THE SCOPE OF DISCOVERY
ONLY TO THOSE MATTERS CLEARLY RELEVANT TO THE DISPUTE. HOWEVER, AT A MINIMUM,
EACH PARTY WILL BE ENTITLED TO AT LEAST ONE DEPOSITION AND SHALL HAVE ACCESS
TO ESSENTIAL DOCUMENTS AND WITNESSES AS DETERMINED BY THE ARBITRATOR.

                                       9
<PAGE>

                  (g) THE PREVAILING PARTY SHALL BE ENTITLED TO AN AWARD BY
THE ARBITRATOR OF REASONABLE ATTORNEYS' FEES AND OTHER COSTS REASONABLY
INCURRED IN CONNECTION WITH THE ARBITRATION TO THE SAME EXTENT PERMITTED TO
BE AWARDED BY A COURT OF LAW.

                  (h) THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THE AGREEMENT, AND SHALL BE BINDING UPON THE
PARTIES.

THE PARTIES HAVE READ SECTION 18 AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE
IDENTIFIED ABOVE.

                       ______ (EMPLOYEE) ______ (COMPANY)

         19.      MISCELLANEOUS.

                  (a) HEADINGS. The headings of the several sections and
paragraphs of this Agreement are inserted solely for the convenience of
reference and are not a part of and are not intended to govern, limit or aid
in the construction of any term or provision hereof.

                  (b) WAIVER. Failure of either party at any time to require
performance by the other of any provision of this Agreement shall in no way
affect that party's rights thereafter to enforce the same, nor shall the
waiver by either party of any breach of any provision hereof be held to be a
waiver of any succeeding breach of any provision or a waiver of the provision
itself.

                  (c) APPLICABLE LAW. This Agreement shall constitute a
contract under the internal laws of the State of California and shall be
governed and construed in accordance with the laws of said state as to both
interpretation and performance.

                  (d) SEVERABILITY. In the event any provision or provisions
of this Agreement is or are held invalid, the remaining provisions of this
Agreement shall not be affected thereby.

                  (e) ADVERTISING WAIVER. Employee agrees to permit the
Company and/or its affiliates, and persons or other organizations authorized
by the Company and/or its affiliates, to use, publish and distribute
advertising or sales promotional literature concerning the products of the
Company and/or its affiliates, or the machinery and equipment used in the
manufacture thereof, in which Employee's name and/or pictures of Employee
taken in the course of Employee's provision of services to the Company and/or
its affiliates, appear. Employee hereby waives and releases any claim or
right Employee may otherwise have arising out of such use, publication or
distribution.

                  (f) COUNTERPARTS. This Agreement may be executed in one or
more counterparts which, when fully executed by the parties, shall be treated
as one agreement.

         20.      CONDITIONS ON SPECIAL SEVERANCE. Notwithstanding anything
else to the contrary, it is expressly understood that any obligation of the
Company to pay Special Severance pursuant to this Agreement shall be subject
to:

                  (a) Employee's continued compliance with the terms and
conditions of Sections 7(a), 7(b), 7(c), 7(e), 12, 13 and 18;

                  (b) Employee must not, directly or indirectly (whether as
agent, consultant, holder of a beneficial interest, creditor, or in any other
capacity), engage in any business which engages directly or indirectly in
competition with the businesses of the Company or any of its affiliates, or
have any interest, direct or indirect, in any person, firm, corporation, or
venture which directly or indirectly competes with the

                                       10
<PAGE>

businesses of the Company or any of its affiliates. For purposes of this
section, the ownership of interests in a broadly based mutual fund shall not
constitute ownership of the stocks held by the fund; and

                  (c) Employee must not, directly, indirectly, or in any
other way, disparage the Company, its officers or employees, vendors,
customers, products or activities, or otherwise interfere with the Company's
press, public and media relations.

         21.      SUPERSEDES OLD EXECUTIVE OFFICER EMPLOYMENT AGREEMENT.
Employee and the Company recognize that prior to the effective date of this
Agreement they were parties to a certain Executive Officer Employment
Agreement effective January 1, 2000 (the "Old Executive Officer Employment
Agreement"). It is the intent of the parties that as of the effective date of
this Agreement, this Agreement shall replace and supersede the Old Executive
Officer Employment Agreement entirely, that the Old Executive Officer
Employment Agreement shall no longer be of any force or effect except as to
Sections 7, 12, 13, 15 and 18 thereof, and that to the extent there is any
conflict between the Old Executive Officer Employment Agreement and this
Agreement, this Agreement shall control and all agreements shall be construed
so as to give the maximum force and effect to the provisions of this
Agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective the date first written above.

EMPLOYEE                                 COMPANY

                                         Callaway Golf Company,
                                         a Delaware corporation

                                      By:
----------------------------             ------------------------------
Steven C. McCracken                      Ely Callaway, Chairman and CEO





















                                       11
<PAGE>

                                    EXHIBIT A

                               TAX INDEMNIFICATION

         Pursuant to Section 6 of Employee's Executive Officer Employment
Agreement ("Section 6"), the Company agrees to indemnify Employee with
respect to certain excise tax obligations as follows:

         1. Definitions. For purposes of Section 6 and this Exhibit A, the
following terms shall have the meanings specified herein:

                  (a) "Claim" shall mean any written claim (whether in the
form of a tax assessment, proposed tax deficiency or similar written
notification) by the Internal Revenue Service or any state or local tax
authority that, if successful, would result in any Excise Tax or an
Underpayment.

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended. All references herein to any section, subsection or other provision
of the Code shall be deemed to refer to any successor thereto.

                  (c) "Excise Tax" shall mean (i) any excise tax imposed by
Section 4999 of the Code or any comparable federal, state or local tax, and
(ii) any interest and/or penalties incurred with respect to any tax described
in 1(c)(i).

                  (d) Gross-Up Payment shall mean a cash payment as specified
in Section 2.

                  (e) "Overpayment" and "Underpayment" shall have the
meanings specified in Section 4.

                  (f) "Payment" shall mean any payment, benefit or
distribution (including, without limitation, cash, the acceleration of the
granting, vesting or exercisability of stock options or other incentive
awards, or the accrual or continuation of any other payments or benefits)
granted or paid to or for the benefit of Employee by the Company or by any
person or persons whose actions result in a Taxable Event (as defined in this
Section), or by any person affiliated with the Company or such person(s),
whether paid or payable pursuant to the terms of this Agreement or otherwise.
Notwithstanding the foregoing, a Payment shall not include any Gross-Up
Payment required under Section 6 and this Exhibit A.

                  (g) "Taxable Event" shall mean any change in control or
other event which triggers the imposition of any Excise Tax on any Payment.

         2. In the event that any Payment is determined to be subject to any
Excise Tax, then Employee shall be entitled to receive from the Company a
Gross-Up Payment in an amount such that, after the payment of all income
taxes, Excise Taxes and any other taxes imposed with respect to the Gross-Up
Payment (together with payment of all interest and penalties imposed with
respect to any such taxes), Employee shall retain a net amount of the
Gross-Up Payment equal to the Excise Tax imposed with respect to the Payments.

         3. All determinations required to be made under Section 6 and this
Exhibit A, including, without limitation, whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment, and the assumptions to
be utilized in arriving at such determinations, shall be made by the
accounting firm of Pricewaterhouse Coopers LLP or, if applicable, its
successor as the Company's independent auditor (the "Accounting Firm"). In
the event that the Accounting Firm is serving as accountant or auditor for
the individual, entity or group effecting the Taxable Event to which a
possible Gross-Up Payment is related, another nationally recognized
accounting firm that is mutually acceptable to the Company and Employee shall
be appointed to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). The
Accounting Firm shall provide detailed supporting calculations to the Company
and to Employee regarding the amount of Excise

                                       12
<PAGE>

Tax (if any) which is payable, and the Gross-Up Payment (if any) required
hereunder, with respect to any Payment or Payments, with such calculations to
be provided at such time as may be requested by the Company but in no event
later than fifteen (15) business days following receipt of a written notice
from Employee that there has been a Payment that may be subject to an Excise
Tax. All fees and expenses of the Accounting Firm shall be borne solely by
the Company. Any Gross-Up Payment as determined pursuant to Section 6 and
this Exhibit A shall be paid by the Company to Employee within five (5)
business days after receipt of the Accounting Firm's determination. If the
Accounting Firm determines that no Excise Tax is payable by Employee, the
Accounting Firm shall furnish Employee with a written opinion that failure to
disclose, report or pay the Excise Tax on Employee's federal or other
applicable tax returns will not result in the imposition of a negligence
penalty, understatement penalty or other similar penalty. All determinations
by the Accounting Firm shall be binding upon the Company and Employee in the
absence of clear and indisputable mathematical error. Following receipt of a
Gross-Up Payment as provided herein, Employee shall be obligated to properly
and timely report his Excise Tax liability on the applicable tax returns or
reports and to pay the full amount of Excise Tax with funds provided through
such Gross-Up Payment. Notwithstanding the foregoing, if the Company
reasonably determines that the Employee will be unable or otherwise may fail
to make such Excise Tax payment, the Company may elect to pay the Excise Tax
to the Internal Revenue Service and/or other applicable tax authority on
behalf of the Employee, in which case the Company shall pay the net balance
of the Gross-Up Payment (after deduction of such Excess Tax payment) to the
Employee.

         4. As a result of uncertainty in the application of Section 4999 of
the Code, it is possible that a Gross-Up Payment will not have been made by
the Company that should have been made (an "Underpayment") or that a Gross-Up
Payment is made that should not have been made (an "Overpayment"). In the
event that Employee is required to make a payment of any Excise Tax, due to
an Underpayment, the Accounting Firm shall determine the amount of
Underpayment that has occurred and any such Underpayment shall be promptly
paid by the Company to Employee in which case Employee shall be obligated to
make a timely payment of the full amount of the applicable Excise Tax to the
applicable tax authority, provided, however, the Company may elect to pay the
Excise Tax to the applicable tax authority on behalf of Employee consistent
with the provisions of Section 3, in which case the Company shall pay the net
balance of the Underpayment (after deduction of such Excise Tax payment) to
Employee. In the event that the Accounting Firm determines that an
Overpayment has been made, any such Overpayment shall be repaid by Employee
to the Company within ninety (90) days after written demand to Employee by
the Company, provided, however, that Employee shall have no obligation to
repay any amount of the Overpayment that has been paid to, and not recovered
from, a tax authority, provided further, however, in such event the Company
may direct Employee to prosecute a claim for a refund of such amount
consistent with the principles set forth in Section 5.

         5. Employee shall notify the Company in writing of any Claim. Such
notice (a) shall be given as soon as practicable, but in no event later than
fifteen (15) business days, following Employee's receipt of written notice of
the Claim from the applicable tax authority, and (b) shall include a compete
and accurate copy of the tax authority's written Claim or otherwise fully
inform the Company of the nature of the Claim and the date on which any
payment of the Claim must be paid, provided that Employee shall not be
required to give notice to the Company of facts of which the Company is
already aware, and provided further that failure or delay by Employee to give
such notice shall not constitute a breach of Section 6 or this Exhibit A
except to the extent that the Company is prejudiced thereby. Employee shall
not pay any portion of a Claim prior to the earlier of (a) the expiration of
thirty (30) days following the date on which Employee gives the foregoing
notice to the Company, (b) the date that any Excise Tax payment under the
Claim is due, or (c) the date the Company notifies Employee that it does not
intend to contest the Claim. If, prior to expiration of such period, the
Company notifies Employee in writing that it desires to contest the Claim,
Employee shall:

                  (a) give the Company any information reasonably requested
by the Company relating to the Claim;

                                       13
<PAGE>

                  (b) take such action in connection with contesting the
Claim as the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to
the Claim by an attorney selected and compensated by the Company who is
reasonably acceptable to Employee;

                  (c) cooperate with the Company in good faith in order to
effectively contest the Claim; and

                  (d) permit the Company to participate (at its expense) in
any and all proceedings and conferences pertaining to the Claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including, without limitation, additional interest and penalties and
attorneys' fees) incurred in connection with any such contest, and shall
indemnify and hold Employee harmless, on an after-tax basis, for any Excise
Tax or income tax (including, without limitation, interest and penalties with
respect thereto) and all costs imposed or incurred in connection with such
contests. Without limitation upon the foregoing provisions of this Section 5,
and except as provided below, the Company shall control all proceedings
concerning any such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with
tax authorities pertaining to the Claim. At the written request of the
Company, and upon payment to Employee of an amount at least equal to the
Claim plus any additional amount necessary to obtain the jurisdiction of the
appropriate tribunal and/or court, Employee shall pay the same and sue for a
refund or otherwise contest the Claim in any permissible manner as directed
by the Company. Employee agrees to prosecute any contest of a Claim to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine, provided, however, that if the Company requests Employee to pay
the Claim and sue for a refund, the Company shall indemnify and hold Employee
harmless, on an after-tax basis, from any Excise Tax or income tax
(including, without limitation, interest and penalties with respect thereto)
and costs imposed or incurred in connection with such contest or with respect
to any imputed income attributable to any advances or payments by the Company
hereunder. Any extension of the statute of limitations relating to assessment
of any Excise Tax for the taxable year of Employee which is the subject of a
Claim is to be limited solely to the Claim. Furthermore, the Company's
control of a contest as provided hereunder shall be limited to issues for
which a Gross-Up Payment would be payable hereunder, and Employee shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other tax authority.

         6. If Employee receives a refund from a tax authority of all or any
portion of an Excise Tax paid by or on behalf of Employee with amounts
advanced by the Company pursuant to Section 6 and this Exhibit A, Employee
shall promptly pay to the Company the amount of such refund (together with
any interest paid or credited thereon after taxes applicable thereto).
Employee shall, if so directed by the Company, file and otherwise prosecute a
claim for refund of any Excise Tax payment made by or on behalf of Employee
with amounts advanced by the Company pursuant to Section 6 and this Exhibit
A, with any such refund claim to be effected in accordance with the
principles set forth in Section 5. If a determination is made that Employee
shall not be entitled to any refund and the Company does not notify Employee
in writing of its intent to contest such denial of refund prior to the
expiration of thirty (30) days after such determination, then Employee shall
have no further obligation hereunder to contest such denial or to repay to
the Company the amount involved in such unsuccessful refund claim. The amount
of any advances which are made by the Company in connection with any such
refund claim hereunder, to the extent not refunded by the applicable tax
authority to Employee, shall offset, as appropriate consistent with the
purposes of Section 6 and this Exhibit A, the amount of any Gross-Up Payment
required hereunder to be paid by the Company to Employee.

                                       14
<PAGE>

                                    EXHIBIT B

                                CHANGE IN CONTROL

         A "Change in Control" means the following and shall be deemed to
occur if any of the following events occurs:

         1. 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 affiliates and any employee benefit or stock
ownership plan of the Company or its affiliates 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

         2. 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

         3. Consummation by the Company of the sale or other disposition 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

                  (a) 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

                  (b) 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

         4. Approval by the shareholders of the Company or an order by a
court of competent jurisdiction of a plan of liquidation of the Company.

                                       15
</TEXT>
</DOCUMENT>
