BRIGGS & STRATTON CORPORATION
Form 10-Q for Quarterly Period Ended March 31, 2002
Exhibit 10.4
AMENDED AND RESTATED LEVERAGED
STOCK OPTION PROGRAM
Effective July 1, 2002
BRIGGS & STRATTON CORPORATION
LEVERAGED STOCK OPTION PROGRAM
As adopted by the Nominating and Salaried Committee
of the Board of Directors on August 16, 1993 and
amended by resolutions effective
July 31, 1995, July 1, 1999, July 25, 2001 and July 1, 2002
BRIGGS & STRATTON CORPORATION
LEVERAGED STOCK OPTION PROGRAM
1.0 Objectives.
The Leveraged Stock Option Program ("LSO Program") is designed to build upon the
Company's Economic Value Added Incentive Compensation Plan ("EVA Plan") by tying
the interests of all Senior Executives to the long term consolidated results of
the Company. In this way, the objectives of Senior Executives throughout the
Company will be more closely aligned with the Company's Shareholders. Whereas
the EVA Plan provides for near and intermediate term rewards, the LSO Program
provides a longer term focus by allowing Senior Executives to participate in the
long-term appreciation in the equity value of the Company. In general, the LSO
Program is structured such that each year an amount equivalent to the Total
Bonus Payout under the EVA Plan is invested on behalf of Senior Executives in
options on the Company's Stock ("LSOs"). These LSOs become exercisable after
they have been held for three years, and they expire at the end of ten years.
The LSO Program is also structured so that a fair return must be provided to the
Company's Shareholders before the options become valuable.
2.0 Leveraged Stock Option Grant.
For fiscal 1994 and subsequent years, the dollar amount to be invested in LSOs
for each Senior Executive shall be equal to the amount of each Participant's
Total Bonus Payout determined under the EVA Plan as amended effective for fiscal
year 1994. The number of LSOs awarded shall be determined by dividing (a) the
dollar amount of such LSO award by (b) 10% of the Fair Market Value of Company
stock on the date of the grant, as determined by the Committee, rounded (up or
down) to the nearest 10 shares. Fair Market Value is defined in the Company's
Stock Incentive Plan ("SIP Plan").
3.0 Term.
All LSOs shall be exercisable beginning on the third anniversary of the date of
grant. All LSOs granted for fiscal years through June 30, 1999 shall terminate
on the fifth anniversary of the date of grant unless sooner exercised, unless
the Committee determines other dates. All LSOs granted for fiscal years from
July 1, 1999 through June 30, 2002 shall terminate on the seventh anniversary of
the date of grant unless sooner exercised, unless the Committee determines other
dates. All LSOs granted thereafter shall terminate on the tenth anniversary of
the date of grant unless the Committee determines other dates.
4.0 Exercise Price.
Effective for fiscal years commencing July 1, 2002 or later, the exercise price
for LSOs shall be the product of 90% of the Fair Market Value per share as
determined above, times the sum taken to the third
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(3rd) power of (a) 1, plus (b) the Estimated Annual Growth Rate, but in no event
may the exercise price be less than Fair Market Value on the date of grant. The
Estimated Annual Growth Rate (intended to represent annual percentage stock
appreciation at least in the amount of the Company's cost of capital, with due
consideration for dividends paid, risk and illiquidity) is the average daily
closing 10 year U.S. Treasury bond yield rate for the month of March immediately
preceding the relevant Plan Year, plus 1%. So,
Exercise Price = (.9 x FMV) x (1 + Estimated Annual Growth Rate)(3)
Example: $75 share price; 7.85% Estimated Annual Growth Rate (6.85% 10
year U.S. Treasury bond rate, plus 1%):
$67.50 (90% FMV x (1.0785)(3) = $84.68
5.0 Limitations on LSO Grants and Carryover.
Notwithstanding Section 2, the maximum number of LSOs that may be granted to all
Senior Executives for any Plan Year of this LSO Program, shall be 600,000, and
the maximum number of LSOs that may be granted cumulatively under this LSO
Program shall be 4,539,986. In the event that the 600,000 limitation shall be in
effect for any Plan Year, the dollar amount to be invested for each Senior
Executive shall be reduced by proration based on the aggregate Total Bonus
Payouts of all Senior Executives so that the limitation is not exceeded. The
amount of any such reduction shall be carried forward to subsequent years and
invested in LSOs to the extent the annual limitation is not exceeded in such
years.
6.0 The Stock Incentive Plan.
Except as modified herein, LSOs are Incentive Stock Options under the Company's
SIP Plan as amended from time to time to the extent they are eligible for
treatment as such under Section 422 of the Internal Revenue Code. If not
eligible for ISO Treatment, the LSOs shall constitute nonqualified stock
options. Except as specifically modified herein, LSOs shall be governed by the
terms of the Company's Stock Incentive Plan, and shall be granted as described
in this LSO Program annually unless the Committee modifies or terminates either
the EVA Plan or the SIP Plan. As provided in the SIP Plan, all grants of LSOs to
Participants who are subject to Sec. 16(b) of the Securities Exchange Act of
1934 are subject to approval of the Company Shareholders. In the event such
approval is not obtained, this Program shall terminate.
7.0 Definitions.
All capitalized terms used herein that are not otherwise defined shall have the
same meaning given to them in the Company's Economic Value Added Incentive
Compensation Plan.
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