|
Purpose
|
To
promote Brunswick’s long term financial interests and growth.
|
|
|
Stock-Settled
Stock
Appreciation
Right
|
The
right to receive a payment in Brunswick stock equal to the excess of the
stock's market value at exercise over the exercise prices as established
on the date of grant attributable to the number of underlying
Stock-Settled Stock Appreciation Rights granted.
By
exercising Stock Settled SARs, you agree to the terms and conditions of
the grant.
|
|
|
Exercise
Price
|
$
Closing price as reported for the New York Stock Exchange – Composite
Transactions on date of grant.
|
|
|
Vesting
|
Stock
Settled SARs vest and become exercisable the earlier of:
§ One-fourth
of the SARs granted on each of the first, second, third, and fourth
anniversaries following grant, so long as employment by Brunswick or its
designated affiliates continues on each such anniversary;
§ Termination
due to death or disability; or,
§ A
Change in Control (as defined in the Plan).
|
|
|
Grant
Term
|
Stock
settled SARs not exercised will be cancelled the earlier of:
§ Last
day of employment if involuntarily terminated for cause (willful
misconduct in the performance of duties), or
§ Based
on eligibility as of last day employed the more generous of the
following:
· 30
days after voluntary termination;
· One
year after involuntary termination without cause (for example,
reductions-in-force or reorganization), or if your
employer ceases to be a subsidiary of Brunswick, unless the Committee
provides otherwise;
· Two
years after termination following a Change in Control (as defined in the
Plan); or
· Five
years after termination due to death, permanent disability (as defined
below), or if age and years of service
equal 70 or
more and age
is 62 or more at the time of termination (the rule of 70 does not apply
for grants made to
residents of
the European Union)
(SARs continue
to become exercisable per normal vesting schedule after
termination).
§ But,
in no event later than ten years from date of grant.
|
|
|
Exercise
Settlement-
Payment
/ Tax
Withholding
|
On
exercise, the number of shares of Brunswick stock delivered will be
determined as follows:
§ The
difference between the closing market price on date of exercise and the
exercise price will be determined.
§ This
difference will be multiplied by the number of SARs being exercised to
determine the total dollar gain.
§ The
total dollar gain will be divided by the closing market price on date of
exercise.
The
resulting tax withholding liability (to meet required FICA, federal,
state, and local withholding) can be paid in any combination of the
following:
§ Cash
or check, or by
§ Selling
shares to cover minimum tax withholding liability only.*
*Involves
a “sale” of stock. Trading stock based on insider information
is prohibited. Contact the Corporate Legal Department if you
have any questions before you exercise a SAR.
|
|
|
Additional
Terms
and
Conditions
|
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.
|
|