Exhibit
10.1
2006
Performance Share Grant Terms and Conditions
Pursuant
to the Brunswick Corporation 2003 Stock Incentive Plan (the
“Plan”)
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Performance
Shares
|
Shares
of Brunswick Corporation common stock where the number of shares
distributed is based on attainment of certain corporate performance
criteria.
|
|
Grant
Date
|
February 14, 2006 |
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Performance
Period
|
Three
year period including 2006, 2007 and 2008.
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Target
Award
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20,000
Shares is the target against which payout criteria will
apply.
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Payout
Criteria
|
Number
of performance shares earned is to be based on average Brunswick
Performance Plan (BPP) payout percent for Corporate Headquarters
employees
for each of 2006, 2007 and 2008 multiplied by 20,000 (the target
award
level) to a maximum of 130% of target.
For
example, if BPP payout percent is 110% in 2006, 0% in 2007
and 100% in
2008 that average payout percent is 70% and 14,000 performance
shares will
be earned.
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|
Termination
of Employment
|
If
terminating before the end of the performance period shares
will be
forfeited, except prorata distribution at end of performance
period in the
event of death or disability.
|
|
Timing
of Distribution
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All
earned shares to be distributed as soon as administratively
practical
after performance certification and resulting distribution
percent by the
Human Resources and Compensation Committee.
|
|
Tax
Withholding
|
Tax
withholding liability must be paid via share reduction upon
distribution.
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Additional
Terms and Conditions
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Grant
is subject to 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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Nothing
contained in these Terms and Conditions or the Plan constitutes or is
intended
to create a contract of continued employment. Employment is at-will and
may
be
terminated by either the employee or Brunswick (including affiliates)
for any
reason at any time.
Questions
should be directed to
Shareholder
Services
Brunswick
Corporation
1
N.
Field Court
Lake
Forest, Illinois
60045-4811