2009
Restricted Stock Unit Grant Terms and Conditions
Pursuant to
the Brunswick Corporation 2003 Stock Incentive Plan (the “Plan”)
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Purpose
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To
encourage retention of key managers so as to support the execution of
business strategies and achieve future goals.
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Restricted
Stock
Units
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Restricted
Stock Units valued on the same basis as Brunswick Corporation common stock
where one unit equals one share. Dividend equivalents will be
reinvested in additional restricted stock units. There are no
voting rights attached to restricted stock units.
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Vesting
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Restricted
stock units will vest the earlier of:
§ Three
years from date of grant, subject to continued employment,
§ On
a Change in Control (as defined in the Plan), however, for those meeting
the Rule of 70 (i.e., age and years of service equals 70 or more), the
definition of Change in Control shall have the meaning ascribed to such
term under Code Section 409A and applicable regulations issued thereunder;
provided, however, in no event shall an acquisition of assets under
Treasury Regulation 1.409A-3(i)(5)(vii) constitute a change in control
event, unless such event is also a sale or disposition of all or
substantially all of the Company’s assets, or,
§ On
death or termination due to long-term disability.
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Termination
of
Employment
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Forfeiture
of restricted stock units in the event employment terminates prior to
vesting, except one-third will be distributed if termination occurs at
least one year after grant date and two-thirds will be distributed if
termination occurs at least two years after grant date if age and years of
service equals 70 or more (the rule of 70 does not apply for grants made
to residents of the European Union).
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Timing
of
Distribution
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Distributions
will occur as soon as practical after the vesting date.
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Tax
Withholding
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Tax
withholding liability (to meet required FICA, federal, state, and local
withholding) must be paid via share reduction upon
distribution.
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Form
of Distribution
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Shares
will be deposited to your existing Dividend Reinvestment Plan account or,
if one is not currently on record, deposited into a newly created
account. Stock certificates will be issued on
request.
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Additional
Terms
and
Conditions
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Grants
are subject to the terms of the Plan. To the extent any
provision herein conflicts with the Plan, the Plan shall
govern. The Human Resources and Compensation Committee of the
Board administers the Plan. The Committee may interpret the
Plan and adopt, amend and rescind administrative guidelines and other
rules as deemed appropriate. Committee determinations are
binding.
Permanent
disability means the inability, by reason of a medically determinable
physical or mental impairment, to engage in any substantial gainful
activity, which condition, in the opinion of a physician selected by the
Committee, is expected to have a duration of not less than 120
days.
The
Plan may be amended, suspended or terminated at any time. The
Plan will be governed by the laws of the State of Illinois, without regard
to the conflict of law provisions of any
jurisdiction.
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