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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
1999 Annual Report on Form 10-K
EXHIBIT NO. 10.12
DEFERRED COMPENSATION AGREEMENT
AGREEMENT made this 18th day of June, 1999, 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 2000, 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, Compensation
and Governance 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.
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3. Binding Effect. This Agreement has been approved by the Company's
Board of Directors and its Nominating, Compensation and Governance 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 30, 2000, 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 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
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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, Compensation and Governance Committee, shall have the
power to modify or terminate this Agreement, but only with consent of the
Executive.
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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, Compensation
and Governance 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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