EXHIBIT 10.26
PROMISSORY NOTE
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$800,000.00 Lake Forest, Illinois March 2, 2001
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(Principal Amount) (City, State) (Date)
FOR VALUE RECEIVED, George W. Buckley ("Mr. Buckley") and Carol L. Buckley
(individually and collectively, the "Maker"), hereby jointly and severally
promise to pay to the order of Brunswick Corporation, a Delaware corporation
("Brunswick"), the principal amount of Eight Hundred Thousand Dollars
($800,000.00) in five equal successive annual installments of $160,000.00
payable on August 1 of each year beginning on August 1, 2001 and ending on
August 1, 2005 without interest, except as provided in Section 3 below. This
Note amends and supersedes the Promissory Note between the Maker and Brunswick
dated August 11, 2000.
The principal amount of this Note and all interest thereon as provided in
Section 3 shall be payable at the office of Brunswick, attention: Treasurer, 1
North Field Court, Lake Forest, Illinois, 60045, in lawful money of the United
States of America. All payments shall be applied first to interest, if
applicable, then to principal.
Section 1. Mr. Buckley has recently been named Chairman, Chief Executive
Officer and President of Brunswick, and Brunswick has requested Mr. Buckley to
move his principal residence from Fond du Lac, Wisconsin to the Northern suburbs
of Chicago, Illinois. Mr. Buckley agrees that he will use the proceeds of this
loan solely to purchase a new principal residence in North Barrington, Illinois.
This Note is secured by a mortgage on such residence in favor of Brunswick dated
on or about the date hereof (the "Mortgage"). Mr. Buckley hereby certifies to
Brunswick that he expects to be entitled to, and will itemize on his Federal tax
returns, deductions during each year that amounts are outstanding under this
Note.
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Section 2. Brunswick may offset against principal and interest amounts
owed pursuant to this Note (i) the cash amounts Brunswick owes Mr. Buckley
pursuant to the Brunswick Performance Plan ("BPP") or any successor plan for
2000 and subsequent years and the Brunswick Strategic Incentive Plan ("BSIP") or
any successor plan for 1999-2000 and subsequent periods after deducting all
applicable federal and state withholding taxes and (ii) if such amounts are not
sufficient, the cash amounts which Mr. Buckley would have deferred under the BPP
or any successor plan for 2000 and subsequent years and under the BSIP or any
successor plan for 1999-2000 and subsequent periods after deducting all
applicable federal and state withholding taxes. If the foregoing offsets are
not sufficient to pay all principal and interest amounts due pursuant to this
Note on August 1, 2005 or at any accelerated maturity date as a result of an
Event of Default, Brunswick may offset all amounts it then holds in any deferred
account for Mr. Buckley after deducting all applicable federal and state
withholding taxes.
Section 3. If Mr. Buckley fails to pay any principal installment when it
is due, the unpaid portion of such principal payment will bear interest at the
rate of 7-1/2% per annum until paid, payable annually on each August 1 and on
demand after August 1, 2005 or any accelerated maturity date as a result of an
Event of Default. If the principal amount of this Note is not paid in full at
any accelerated maturity, the unpaid principal amount will bear interest at the
rate of 7-1/2% per annum payable on demand. All interest will be calculated for
the actual number of days on a 365-day year basis.
Section 4. If any of the following events ("Event of Default") shall occur
and be continuing:
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a. if Mr. Buckley's employment with Brunswick terminates;
b. death or incapacity of Mr. Buckley;
c. sale of Maker's principal residence in North Barrington, Illinois
which is subject to the Mortgage;
d. if the Mortgage shall at any time cease to be in full force and effect
in accordance with its terms;
e. default by Maker in the performance of any covenant, agreement or
provision contained in the Mortgage;
f. if Maker becomes insolvent or bankrupt, admits in writing an inability
to pay debts as they become due, or makes an assignment for the benefit of
creditors, or petitions or applies for the appointment of a trustee,
liquidator or receiver of Maker or any substantial part of the assets of
Maker, or commences any proceeding relating to Maker under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution,
liquidation or similar law of any jurisdiction, now or hereafter in effect,
or shall be adjudicated bankrupt or insolvent; or
g. if any such petition or application is filed, or any such proceeding
is commenced against Maker, and Maker indicates his/her approval thereof,
consent thereto or acquiescence therein, or an order is entered appointing
any such trustee, liquidator, or receiver, or approving a petition in any
such proceeding, and such order remains in effect for more that thirty
days, whether or not consecutive;
then all indebtedness evidenced hereby, all interest thereon and all other
amounts payable hereunder shall automatically be and become immediately due and
payable, all without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by Maker.
Section 5. Maker waives presentment for payment, demand, protest and
notice of dishonor.
Section 6. This Note may not be changed or terminated orally and may not
be transferred to, or assumed by any other person.
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Section 7. The interest benefits of this Note may not be assigned or
otherwise transferred by Maker to a third party and are conditioned on the
future performance of substantial services to Brunswick by Mr. Buckley.
Section 8. In addition to, and not in limitation of, the foregoing, Maker
further agrees, subject only to any limitation imposed by applicable law, to pay
all expenses including reasonable attorneys' fees and expenses, incurred by
Brunswick in seeking to enforce the provisions of this Note or to collect any
amounts payable hereunder which are not paid when due, whether by acceleration
or otherwise.
Section 9. If any day upon which any principal or interest due and owing
hereunder falls on a day other than a business day (a day other than a Saturday,
Sunday or other day on which commercial banks in Chicago, Illinois are
authorized or required to close [a "Business Day"]), then any payments due
hereunder on such day shall be made the next succeeding Business Day and
interest shall accrue and be payable for such additional period.
Section 10. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF BRUNSWICK OR MAKER SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS
LOCATED IN LAKE COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT,
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AT BRUNSWICK'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL
OR OTHER PROPERTY MAY BE FOUND. MAKER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS
TO THE JURISDICITON OF THE COURTS OF THE STATE OF ILLINOIS LOCATED IN LAKE
COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF
ILLINOIS FOR THE PURPOSE OF SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY
AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
LITIGATION. MAKER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE WITHIN OR WITHOUT
THE STATE OF ILLINOIS. MAKER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH MAKER MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.
MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS
MAKER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER DOCUMENT
RELATED HERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF MAKER OR BRUNSWICK.
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Section 11. This Note shall be governed by the laws of the State of
Illinois.
IN WITNESS WHEREOF, Maker has executed this Note as of the date first above
written.
MAKER MAKER
/s/ George W. Buckley /s/ Carol L. Buckley
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George W. Buckley Carol L. Buckley
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