Purpose
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To
promote Brunswick’s long term financial interests and growth.
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Stock-Settled
Stock
Appreciation
Right
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The
right to receive a payment in Brunswick Stock (as defined in the Plan)
equal to the excess of the Stock’s Fair Market Value (as defined in the
Plan) at exercise over the exercise prices as established on the date of
grant attributable to the number of underlying Stock-Settled Stock
Appreciation Rights (“Stock-Settled SARs”) granted.
By
exercising Stock-Settled SARs, you agree to the terms and conditions of
the grant.
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Exercise
Price
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$
Closing price as reported on the New York Stock Exchange Composite
Transactions Tape on the date of grant.
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Vesting
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Stock-Settled
SARs vest and become exercisable upon the earliest of:
§ One-fourth
of the Stock-Settled SARs granted on each of the first, second, third, and
fourth anniversaries of the date of grant, so long as employment by
Brunswick or its designated affiliates continues on each such anniversary
date;
§ In
the case of a termination of employment (other than for “cause” (willful
misconduct in the performance of duties) or due to death or permanent
disability (as defined below)) on or after (i) the first anniversary of
the date of grant and (ii) the date at which age plus years of service
equals 70 or more or age is 62 or more, vesting will continue on the
normal vesting schedule described immediately above;
§ In
the case of a termination of employment (other than for cause or due to
death or permanent disability) (i) prior to the first anniversary and (ii)
on or after the date at which age plus years of service equals 70 or more
or age is 62 or more, a pro-rata portion of the award will vest on each
anniversary of the date of grant pursuant to the normal vesting schedule
described above. For purposes of the foregoing sentence, a
“pro-rata portion” will mean the product of (x) the number of shares
underlying the Stock-Settled SAR award that would have vested on the
applicable anniversary of the date of grant pursuant to the normal vesting
schedule and (y) a fraction, the numerator of which is the number of days
that have elapsed since the date of grant through the date of termination
of the recipient’s employment, and the denominator of which is
365. All remaining shares will be forfeited;
§ Termination
due to death or permanent disability; or,
§ A
Change in Control (as defined in the Plan).
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Grant
Term
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Vested
Stock-Settled SARs will remain exercisable as follows:
§ Last
day of employment, if involuntarily terminated for cause, or
§ Based
on eligibility as of the last day employed, the latest 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 (as defined in the Plan) of Brunswick, unless the Committee (as
defined in the Plan) provides otherwise;
· Two
years after termination following a Change in Control (as defined in the
Plan);
· Five
years after termination due to death or permanent disability (as defined
below); or
· Five
years after termination of employment (other than for cause or
due to death or permanent disability), provided that such termination
occurs on or after the date at which your age plus years of service equals
70 or more or age is 62 or more,
§ But,
in no event later than ten years from the date of grant.
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Exercise
Settlement-Payment / Tax
Withholding
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On
exercise, the number of shares of Brunswick Stock delivered will be
determined as follows:
§ The
difference between the Fair Market Value on date of exercise and the per
share exercise price will be determined.
§ This
difference will be multiplied by the number of Stock-Settled SARs being
exercised to determine the total dollar gain.
§ The
total dollar gain will be divided by the Fair Market Value on date of
exercise.
Should
you elect to have the required tax withholding satisfied by delivery of
shares, then the ultimate Stock delivered will be reduced by an amount
necessary to accommodate the required tax withholding.
Tax
withholding liability (to meet required FICA, federal, state, and local
withholding) can be paid in any combination of the following:
§ Reduction
in shares delivered to accommodate the required minimum tax withholding,
or by
§ Cash
or check.
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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 will
govern. The Committee 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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