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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 equal to the excess
of the
stock's market value at exercise over the exercise price as established
on
the date of grant attributable to the number of underlying Stock-Settled
Stock Appreciation Rights granted.
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Grant
Date
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February 14, 2006 |
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Exercise
Price
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Closing
price as reported for the New York Stock Exchange - Composite Transactions
on date of grant.
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Vesting
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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 you continue to be employed
by
Brunswick or its designated affiliates on each such
anniversary.
·
Termination due to death, permanent disability (as
defined
below), or
·
A
Change in Control (as defined in the Plan).
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Term
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Stock
settled SARs not exercised will be cancelled the earlier of:
·
Ten
years from date of grant, or
·
Based
on termination of employment in the following instances:
· Five
years after termination due to death, permanent disability (as defined
below),
· Five
years after termination if age and years of service equal 70 or more
and
age is 62 or more at the time of termination (SARs continue to become
exercisable per normal vesting schedule after termination),
· Two
years after termination following a Change in Control (as defined
in the
Plan),
· 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,
· 30
days after voluntary termination by you, or
· Last
day of employment if involuntarily terminated for cause (willful
misconduct in the performance of your duties).
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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 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.
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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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