Purpose
|
To
encourage retention of key managers so as to support the execution
of
business strategies and achieve future goals.
|
Restricted
Stock Unit Grant
|
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.
|
Grant
Date
|
February 14, 2006 |
Vesting
|
Restricted
stock units will vest three years from date of grant, subject to
continued
employment or on a Change in Control (as defined in the Plan).
|
Termination
of Employment
|
Forfeiture
of restricted stock units in the event employment terminates prior
to
vesting, except:
· Prorata
vesting if age and years of service equals 70 or more.
· Full
vesting in the event of death or permanent and total disability (as
defined below).
|
Timing
of Distribution
|
Distributions
will occur as soon as practical after the vesting date.
|
Tax
Withholding
|
Tax
withholding liability (to meet required FICA, federal, state, and
local
withholding) must be paid via share reduction upon distribution.
|
Form
of Distribution
|
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.
|
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.
|