Brunswick (BC) 10-Q 2019 Q1 Quarterly report

2019 Stock-Settled Stock Appreciation Right Grant Terms and Conditions

Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan (the “Plan”)

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 (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 price as established on the Grant Date 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.
Exercise Price	Closing price as reported on the New York Stock Exchange Composite Transactions Tape on the Grant Date.
Grant Date	___________, 2019
Award	____________ Stock-Settled SARs
Normal Vesting	One-fourth of the Stock-Settled SARs granted shall vest and become exercisable on each fo the first, second, third, and fourth anniversaries of the Grant Date, so long as employment by Brunswick or its designated affiliates continues on each such anniversary date.
Vesting or Prorated Vesting Upon Retirement (as defined below)	Upon a termination of employment due to Retirement (as defined below) on or after the first anniversary of the Grant Date, and prior to a Change in Control (as defined in the Plan), vesting will continue on the normal vesting schedule described immediately above. Upon a termination of employment due to Retirement prior to the first anniversary of the Grant Date, and prior to a Change in Control, a pro-rata portion of the award will become vested and exercisable. 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 Grant Date pursuant to the normal vesting schedule and (y) a fraction, the numerator of which is the number of days that have elapsed since January 1 of the year of grant through the date of termination of the recipient’s employment, provided number does not exceed 365, and the denominator of which is 365. All remaining shares will be forfeited. The award shall be forfeited in its entirety upon a termination for Cause, even if the Grantee would otherwise be eligible for Retirement.
Prorated Vesting Upon Involuntary Termination Without Cause	If the Grantee’s employment is terminated by Brunswick for a reason other than Cause or Permanent Disability, and the Grantee is not eligible for Retirement, a pro-rata portion of the award scheduled to vest on the next scheduled vesting date will become vested and exercisable as of the date such termination of employment. For purposes of the foregoing sentence, a "pro-rata portion" will mean the product of (i) the number of share underlying the Stock-Settled SAR award that would have vested on the next scheduled vesting date had employment continued through such date and (ii) a fraction, not greater than 365/365, the numerator of which is the number of days that have elapsed since January 1st of the year in which the most recent vesting date occurred (or, if the termination occurs prior to the first vesting date, January 1st of the year in which the Date of Grant occurred) through the date of termination of the Grantee’s employment, and the denominator of which is 365.
Vesting Upon Death or Permanent Disability	The award shall vest on death or termination due to Permanent Disability.

Vesting Upon Termination After Change in Control	If the award is effectively assumed or continued by the surviving or acquiring corporation in a Change in Control and (i) the Grantee’s employment terminated due to Retirement (and not for Cause or due to death or Permanent Disability), (ii) the Grantee resigns for Good Reason (as defined below), then in each case all of the award will be vested and distributed as of the date of such termination of employment. If the award is not effectively assumed or continued by the surviving or acquiring corporation in a Change in Control, the award shall vest in full aas of the date of the Change in Control. Determinations as to whether the award has been effectively assumed or continued by the surviving or acquiring corporation shall be made by the Human Resources and Compensation Committee, as constituted prior to the Change in Control.
Grant Term	Vested Stock-Settled SARs will remain exercisable as follows: ▪ Until the termination of employment, if involuntarily terminated for Cause, including any termination for Cause of an employee who would otherwise be eligible for Retirement, 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 provides otherwise; *Two years after termination following a Change in Control; *Five years after termination due to death or Permanent Disability; or *Five years after termination of employment due to Retirement. ▪ But, in no event may your Stock-Settled SAR be exercised later than ten years from the Grant Date.
Exercise Settlement-Payment / Tax Withholding	On exercise, the number of shares of Brunswick Stock delivered will be determined as follows: ŸThe difference between the Fair Market Value on date of exercise and the per share exercise price will be determined. ŸThis difference will be multiplied by the number of Stock-Settled SARs being exercised to determine the total dollar gain. ŸThe total dollar gain will be divided by the Fair Market Value on date of exercise. If, upon exercise, you would be entitled to a fractional security, such fractional security shall be disregarded and the cash equivalent of such fractional security shall be applied to your tax withholding liability. 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 * Cash or check.

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 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. "Cause" shall mean the Grantee’s willful misconduct in the performance of his or her duties.
"Good Reason" shall have the meaning set forth in the employment agreement, if any, between the Grantee and Brunswick as in effect on the Grant Date, provided that if the Grantee is not a party to an employment agreement that contains such definition, then Good Reason means the occurrence of any of the following events without the Grantee’s express written consent: (a) a material breach by Brunswick of any provision of this Agreement; (b) Brunswick’s failure to pay any portion of Grantee’s compensation when due or to include Grantee in any bonus or incentive plan that applies to similarly situated employees of Brunswick; (c) Brunswick’s failure to provide, or continue to provide, Grantee with either the perquisites or employee health and welfare benefits (including, without limitation, life insurance, medical, dental, vision, long-term disability and similar benefits), generally provided to similarly situated employees of Brunswick; (d) a Reduction in Authority or Responsibility of the Grantee (as defined below); (e) a Reduction in Compensation (as defined below); and (f) a Business Relocation Beyond a Reasonable Commuting Distance (as defined below); provided, however, that the occurrence of any such condition shall not constitute Good Reason unless (x) the Grantee provides written notice to Brunswick of the existence of such condition not later than 60 days after the Grantee knows or reasonably should know of the existence of such condition, (y) Brunswick fails to remedy such condition within 30 days after receipt of such notice and (z) Grantee resigns due to the existence of such condition within 60 days after the expiration of the remedial period described in clause (y) hereof. For purposes of this definition:
Whether a Reduction in Authority or Responsibility of the Grantee has occurred shall be determined in accordance with the criteria set forth below in the definition of Reduction in Authority or Responsibility; provided, however, that (A) a change in the Grantee’s reporting relationship to another employee who is within the same reporting level (as that term is used in Brunswick’s Delegation of Authority Policy or any successor policy); or (B) a reduction in the Grantee’s business unit’s budget or a reduction in the Grantee’s business unit’s head count or number of direct reports, by themselves, shall not constitute Good Reason.        "Reduction in Authority or Responsibility" shall mean the assignment to the Grantee of any duties that are materially inconsistent in any respect with the Grantee’s position (which may include status, offices, titles, and reporting requirements), authority, duties, or responsibilities as in effect immediately prior to such assignment. It is intended by this definition that a Change in Control by itself, absent a Reduction in Authority or Responsibility as described above, will not constitute Good Reason.
"Reduction in Compensation" shall mean (i) a reduction in the Grantee’s total annual compensation (defined as the sum of the Grantee’s base salary and target annual bonus) for any calendar or fiscal year, as applicable, to an amount that is less than the Grantee’s total annual compensation in effect immediately prior to such reduction, (ii) the elimination of any Brunswick incentive compensation plan in which Grantee is a participant without the adoption of a substantially comparable replacement plan, or (iii) the failure to provide Grantee with equity compensation opportunities or long-term cash incentive compensation opportunities that have a value that is substantially comparable to the value of the equity compensation opportunities provided to the Grantee immediately prior to the Change in Control.
"Business Relocation Beyond a Reasonable Commuting Distance" shall mean that, as a result of either a relocation of Brunswick or a reassignment of the Grantee, a change occurs in the Grantee’s principal work location to a location that (i) is more than fifty (50) highway miles from the Grantee’s principal work location immediately prior to the relocation, and (ii) increases the Grantee’s commuting distance in highway mileage.
"Permanent Disability" means the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
"Retirement" shall mean that the Grantee’s employment terminates for a reason other than Cause on or after the date on which either (i) the Grantee has either attained age 62 or (ii) the sum of the Grantee’s age plus years of continuous service from his or her latest hire date equals 70 or more. Notwithstanding anything to the contrary in these terms and conditions, for purposes of applying the favorable Retirement vesting terms set forth herein to grants made to residents of the European Union, the Grantee shall be deemed to be eligible for Retirement if, and only if, the Grantee has attained the retirement date specified in the retirement plan in which such Grantee participates.

This award and any shares delivered pursuant to this award are subject to forfeiture, recovery by Brunswick or other action pursuant to any clawback or recoupment policy which Brunswick may adopt from time to time, including without limitation any such policy which Brunswick may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

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.

For questions and instructions on how to exercise, or for a copy of the Prospectus, please contact:

Lesley Harling, Shareholder Services

Brunswick Corporation

26125 N. Riverwoods Blvd.

Suite 50

Mettawa, Illinois 60045-4811

847-735-4294

lesley.harling@brunswick.com