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BRIGGS & STRATTON CORPORATION
1998 Annual Report on Form 10-K
EXHIBIT NO. 10.11
DEFERRED COMPENSATION AGREEMENT FOR FISCAL 1999
AGREEMENT made this 2nd day of June, 1998, between Briggs & Stratton
Corporation (the "Company") and Frederick P. Stratton, Jr. (the "Executive").
1. Deferral of Compensation. This Agreement shall operate to defer, on an
unfunded basis, compensation earned by the Executive as an employee of the
Company for the Company's fiscal year ending in 1999, to the extent that
such compensation would otherwise be non-deductible under Section 162(m) of
the Internal Revenue Code, as amended from time to time. The amount
deferred hereunder shall be paid to the Executive as soon as practicable
following the Company fiscal year in which the Executive terminates
employment with the Company, such payment to be made in one lump sum, or in
such other manner as may be agreed upon between the Executive and the
Company's Nominating and Salaried Personnel Committee of the Board. Such
agreement, if any, must occur before the termination of employment by the
Executive, or such payment shall be in a lump sum.
2. Death of Executive. If the Executive dies prior to receiving all funds
payable hereunder, the entire unpaid balance shall be paid in the same
manner as provided for the Executive under the Company's Economic Value
Added Incentive Compensation Plan.
3. Binding Effect. This Agreement has been approved by the Company's Board of
Directors and its Nominating and Salaried Personnel Committee, and shall be
binding and inure to the benefit of the Company, its successors and assigns
and the Executive and his heirs, executors, administrators, and legal
representatives.
4. Earnings on Deferrals. On or before June 27, 1999, the Executive shall
elect to have any deferrals hereunder credited with earnings in accordance
with (a) or (b) below:
(a) Earnings on a book (unfunded) basis beginning on the date the deferred
amount would otherwise have been paid, and continuing thereafter at a
rate equal to 80% of the prime rate made available to the best
customers of Firstar Bank Milwaukee, N.A., and adjusted and compounded
annually as of the last day of each subsequent Company fiscal year
until paid;
(b) Earnings at a rate designed to reflect the performance of Company
stock. Under this alternative, the amount deferred shall be converted
into shares of phantom Company stock as soon as practicable following
the determination of the amount deferred under this Agreement. Each
year, the Committee shall determine the amount of dividends that would
have been paid on the phantom stock and
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convert such dividends into additional shares of phantom stock.
Following the conversions described above, the Company shall promptly
advise Executive of the number of phantom shares acquired. If
Executive chooses this investment alternative, Executive may elect to
receive distributions in cash or stock; provided that any stock
distributions shall be subject to any necessary approvals under
securities laws or exchange requirements.
5. Section 16 Consequences. Executive acknowledges that an election under
Section 4(b) above will have implications under Section 16 of the
Securities Exchange Act of 1934, including potential Section 16(b)
liability if Executive or an affiliate has a matching transaction.
Executive acknowledges that he will be responsible for reporting
transactions under this Agreement on the applicable Form 4 or Form 5.
6. Unfunded Status of Agreement. It is intended that this Agreement constitute
an "unfunded" arrangement for deferred compensation. The Committee may
authorize the creation of a trust or other arrangement to meet the
obligations created under this Agreement provided, however, that unless the
Committee otherwise determines, the existence of such trust or other
arrangement is consistent with the "unfunded" status of the Agreement.
7. Miscellaneous. Payment of deferrals hereunder shall be subject to tax or
other withholding requirements as may be required by law. The Company's
Board, or its Nominating and Salaried Personnel Committee, shall have the
power to modify or terminate this Agreement, but only with consent of the
Executive.
IN WITNESS WHEREOF, Briggs & Stratton Corporation has caused this Deferred
Compensation Agreement to be executed by its duly authorized Director and
Frederick P. Stratton, Jr., together with his spouse, Anne Y. Stratton, hereunto
have set their hands as of the date first above written.
BRIGGS & STRATTON CORPORATION
By: /s/ C. B. Rogers, Jr.
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Clarence B. Rogers, Jr.
Chairman, Nominating and
Salaried Personnel Committee
/s/ F. P. Stratton, Jr.
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Frederick P. Stratton, Jr.
/s/ Anne Y. Stratton
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Anne Y. Stratton
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