exv10w24



 





Exhibit 10.24




BRUNSWICK CORPORATION

AUTOMATIC DEFERRED COMPENSATION PLAN




(As Amended Through
October 2002)




SECTION 1




General




     1.1.Purpose. The Brunswick Corporation Automatic Deferred Compensation
Plan (the “Plan”) has been established by Brunswick Corporation (the “Company”)
to provide for the deferral of compensation payable to Covered Executives by
the Company and Related Companies that would otherwise be non-deductible by
reason of section 162(m) of the Code, and thereby avoid the loss of such
deduction, and to compensate the Covered Executives for such deferral.



     1.2.Code. For purposes of the Plan, the term “Code” means the Internal
Revenue Code of 1986, as amended. References to sections of the Code also
refer to any successor provisions thereof. References in the Plan to an amount
being “deductible” refer to its being deductible by the Company or a Related
Company for Federal income tax purposes; provided, however, that if
deductibility would not be precluded by reason of Code section 162(m), then it
shall be deemed to be “deductible” for purposes of the Plan, regardless of
whether it is non-deductible for any other reason. If, after the Effective
Date, there is a change in the provisions or interpretation of Code section
162(m) which would have a material effect on the benefits of the Plan to a
Covered Executive or the Company, the Company shall revise the Plan in good
faith to preserve the benefits of the Plan for the Company, the Related
Companies, and the Covered Executives; provided, however, that if any change to
the Plan pursuant to this sentence is adverse to a Covered Executive, the
Covered Executive shall be provided with reasonable compensation therefor.



     1.3.Effective
Date. The “Effective Date” of the Plan is July 29, 1997.



     1.4.Related
Companies. The term “Related Company” means any company
during any period in which compensation paid to a Covered Executive by such
company would be required to be aggregated with compensation paid to the
Covered Executive by the Company, in accordance with the affiliated group rules
applicable to Code section 162(m). The Company shall enter into such
arrangements with the Related Companies as it shall deem appropriate to
implement the terms of the Plan, and shall inform the Covered Executive of any
material failure to provide for such implementation.



     1.5.
Operation and Administration. The authority to control and manage
the operation and administration of the Plan shall be vested in the Human
Resources and Compensation Committee (the “Committee”) of the Board of
Directors of the Company (the “Board”). In controlling and managing the
operation and administration of the Plan, the Committee shall have the rights,
powers and duties set forth in Section 7. Capitalized terms in the Plan shall
be defined as set forth in the Plan.



 









 





     1.6.Applicable
Law. The Plan shall be construed and administered in
accordance with the laws of the State of Illinois to the extent that such laws
are not preempted by the laws of the United States of America.



     1.7.Gender
and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.



     1.8.Notices. Any notice or document required to be filed with the
Committee under the Plan will be properly filed if delivered or mailed to the
Human Resources and Compensation Committee, in care of the Company, at its
principal executive offices. The Committee may, by advance written notice to
affected persons, revise such notice procedure from time to time. Any notice
required under the Plan may be waived by the person entitled to notice.



     1.9.Benefits
Under Qualified Plans. Compensation of any Covered
Executive that is deferred under the Plan, and benefits payable under the Plan,
shall be disregarded for purposes of determining the benefits under any plan
that is intended to be qualified under section 401(a) of the Code.



     1.10.Other
Costs and Benefits. The Plan is intended to defer, but not to
eliminate, payment of compensation to a Covered Executive. Accordingly, if any
compensation or benefits that would otherwise be provided to a Covered
Executive in the absence of the Plan are reduced or eliminated by reason of
deferral under the Plan, the Company shall equitably compensate the Covered
Executive for such reduction or elimination, and the Company shall reimburse
the Covered Executive for any increased or additional penalty taxes which he
may incur by reason of deferral under the Plan which would not have been
incurred in the absence of such deferral, except that no reimbursement will be
made for taxes resulting from an increase or decrease in individual income tax
rates, or resulting from an increase in the amount of compensation payable to
the Covered Executive by reason of the accrual of earnings or any other
provision of the Plan.



     1.11.Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.



     1.12.Action
by Company. Any action required or permitted to be taken by
any company shall be by resolution of its board of directors, or by a duly
authorized officer of the company.



     1.13.Withholding. Except as otherwise provided by the Committee, (i)
the deduction of withholding and any other taxes required by law will be made
from all amounts paid in cash and (ii) in the case of payments in shares of
common stock of the Company (“Company Stock”), the Participant shall be
required to pay in cash the amount of any taxes required to be withheld prior
to receipt of such Company Stock, or alternatively, a number of shares of
Company Stock the Fair Market Value (defined below) of which equals the amount
required to be withheld may be deducted from the payment; provided, however,
that the number of shares of Company Stock so deducted may not have an
aggregate Fair Market Value in excess of the amount determined by applying the
minimum statutory withholding rate. “Fair Market Value” means the closing



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price on the New York Stock Exchange — Composite Transactions Tape on the
relevant date or on the next preceding date on which a closing price was
quoted; provided, however, that the Committee may specify some other definition
of Fair Market Value.



     1.14.Adjustments. In the event of any increase or decrease in the number
of issued shares of Company Stock resulting from a subdivision or consolidation
of shares or other capital adjustment, or the payment of a stock dividend or
other increase or decrease in shares, effected without receipt of consideration
by the Company, or other change in corporate or capital structure, the number
and class of securities distributable under this Plan and the number of share
units in Participants’Automatic Stock Deferral Accounts shall be appropriately
adjusted by the Committee; provided, however, that any fractional shares
resulting from any such adjustment shall be eliminated. The decision of the
Committee regarding any such adjustment shall be final, binding and conclusive.



SECTION 2




Participation




     2.1.Covered
Executives. Subject to the terms of the Plan, an individual
shall be a “Covered Executive” subject to the deferral requirements of the Plan
for any year, if, for that year, the individual is a “covered employee” with
respect to the Company, as that term is used in Code section 162(m)(3) and
Treas. Reg. section 1.162-27(c)(2). The provisions of the Plan shall not apply
to any employee to the extent that the employee is subject to an individual
agreement with the Company providing for automatic deferral of compensation to
avoid non-deductibility of compensation by reason of Code section 162(m).



     2.2.Plan
Not Contract of Employment. The Plan does not constitute a
contract of employment, and participation in the Plan will not give any
employee the right to be retained in the employ of the Company nor any right or
claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.



SECTION 3




Automatic Deferral




     3.1.Deferred
Amount. If any compensation otherwise payable to a Covered
Executive by the Company or any Related Company would be non-deductible by
reason of Code section 162(m), such amount shall, unless otherwise provided by
the Committee, not be paid to the Covered Executive when otherwise due, but an
amount equal to the foregone payment shall instead be credited to the Covered
Executive’s Automatic Cash Deferral Account or Automatic Stock Deferral Account
in accordance with this Section 3. In determining the amounts subject to
deferral under this subsection 3.1, the following shall apply:




	 	(a)	 	To the extent that the compensation is otherwise
payable in cash to a Covered Executive, payment of such cash
shall be deferred under the Automatic Cash Deferral Account,
in accordance with this Section 3.




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	 	(b)	 	To the extent that the compensation is otherwise
payable in Company Stock, delivery of those shares shall be
deferred under the Automatic Stock Deferral Account, in
accordance with this Section 3.
	 
	 	(c)	 	To the extent necessary in determining whether
amounts payable to a Covered Executive would be non-deductible
for any year, the Committee shall make the determinations
required under this Section 3 based on an estimate of the
total compensation to be paid to the Covered Executive for the
year (including both cash and non-cash compensation and
benefits that would be taken into account in determining
whether the limitations of Code section 162(m) are exceeded).
	 
	 	(d)	 	In estimating a Covered Executive’s total
compensation for any year, the Committee may request that the
Covered Executive forecast whether, for the year, he will be
receiving any compensation the timing of which is in the
Covered Executive’s discretion; provided, however, that such
forecast shall not preclude the Covered Executive from taking
action that would change the time of receipt of such
compensation.
	 
	 	(e)	 	Nothing in the Plan shall be construed to require
a deferral of the salary of a Covered Executive.





     3.2.Automatic
Cash Deferral Account. The Automatic Cash Deferral Account
balance shall be credited with the amount determined in accordance with
subsection 3.1(a), as of the date on which such amount would otherwise have
been paid to the Covered Executive were it not for deferral under the Plan.
The Automatic Cash Deferral Account shall be adjusted from time to time in
accordance with the following:




	 	(a)	 	Unless a Covered Executive makes an election at
such time and in such form as may be determined by the
Committee from time to time to have paragraph (b) next below
apply, the Automatic Cash Deferral Account shall be credited
as of the last day of each calendar month with interest for
that month at a rate equal to the greater of: (a) the prime
rate in effect at Chase Manhattan Bank on the first day of the
month plus four percentage points, or (b) the Company’s
short-term borrowing rate.
	 
	 	(b)	 	If a Covered Executive elects application of this
paragraph (b), the Company, after consultation with the
Covered Executive, may invest amounts credited to his
Automatic Cash Deferral Account in securities and other assets
as the Company may determine. The Company and its agents
shall not incur any liability by reason of purchasing, or
failing to purchase, any security or other asset in good
faith. A Covered Executive’s Automatic Cash Deferral Account
shall be charged or credited as of the last day of each fiscal
year of the Company, and at such other times as the balance in
the Automatic Cash Deferral Account shall be determined, to
reflect (i) dividends, interest or other earnings on any such
investments, reduced by the cost of funds (for the period of
deferral) for the amount of




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	 	 	 	any taxes incurred by the Company with respect thereto; (ii)
any gains or losses (whether or not realized) on such
investment; (iii) the cost of funds (for the period of
deferral) for the amount of any taxes incurred with respect
to net gains realized on any such investments, taking into
account any applicable capital loss carryovers and
carrybacks, provided that in computing such taxes, capital
gains and losses on assets of the Company other than such
investments shall be disregarded; and (iv) any direct
expenses incurred by the Company in such fiscal year or other
applicable period which would not have been incurred but for
the investment of amounts pursuant to the provisions of this
paragraph (b) (provided that this clause (iv) shall not be
construed to permit a reduction for the cost of taxes).





     3.3.Automatic
Stock Deferral Account. The Automatic Stock Deferral
Account balance shall be credited with the number of share units equal to
number of shares of Company Stock as of the date on which such shares would
otherwise have been paid to a Covered Executive were it not for deferral under
the Plan. The Automatic Stock Deferral Account shall be adjusted from time to
time to reflect the deemed reinvestment of dividends in accordance with the
terms of the Company’s dividend reinvestment program, as in effect from time to
time.



     3.4.Statements. On a quarterly basis, the Committee shall provide the
Covered Executive with statements of the Covered Executive’s Automatic Cash
Deferral Account and Automatic Stock Deferral Account. Upon request of a
Covered Executive, the Committee shall provide the computations of amounts
under Sections 3 and 4.



SECTION 4




Distributions




     4.1.Time
of Payment of Deferred Amount. Amounts credited to a Covered
Executive’s Automatic Cash Deferral Account and Automatic Stock Deferral
Account shall be paid or distributed upon the earliest of the following:




	 	(a)	 	As soon as practicable after the Committee
determines that such amounts will be deductible when paid
(provided that the Committee reasonably determines that
payment of such amounts will not cause other amounts (whether
cash or non-cash) to become non-deductible by reason of Code
section 162(m)).
	 
	 	(b)	 	As soon as practicable after the Committee
determines that such amounts will not be deductible by the
Company when paid, and that further deferral will not result
in such amounts becoming deductible.
	 
	 	(c)	 	As soon as practicable (but not more than 15
days) following the termination of employment of a Covered
Executive after a Change in Control.





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	 	(d)	 	As soon as practicable after the January 15 (but
not later than January 30) of the first calendar year
following the first anniversary of the date the Covered
Executive ceases to be employed by the Company and all Related
Companies.




Payment shall be made under this subsection 4.1 not later than the date
determined under paragraph (d), regardless of whether such payments are
deductible by the Company.




     4.2.Form
of Payment of Deferred Amount. To the extent that an amount is
payable to or on behalf of a Covered Executive with respect to the Automatic
Cash Deferral Account in accordance with subsection 3.2, it shall be paid by
the Company in a cash lump sum. To the extent that an amount is payable to or
on behalf of a Covered Executive with respect to the Automatic Stock Deferral
Account in accordance with subsection 3.3, it shall be distributed by the
Company in shares of Company Stock in a lump sum.



     4.3.Beneficiary. Subject to the terms of the Plan, any benefits payable
to a Covered Executive under the Plan that have not been paid at the time of
the Covered Executive’s death shall be paid at the time and in the form
determined in accordance with the foregoing provisions of the Plan to the
beneficiary designated by the Covered Executive in writing filed with the
Committee in such form and at such time as the Committee shall require. A
beneficiary designation form will be effective only when the signed form is
filed with the Committee while the Participant is alive and will cancel all
beneficiary designation forms filed earlier. If a Covered Executive fails to
designate a beneficiary, or if the designated beneficiary of the deceased
Covered Executive dies before the Covered Executive or before complete payment
of the Covered Executive’s benefits, the amounts shall be paid to the legal
representative or representatives of the estate of the last to die of the
Covered Executive and his designated beneficiary.



     4.4.Distributions
to Disabled Persons. Notwithstanding the provisions of
this Section 4, if, in the Committee’s opinion, a Covered Executive or a
beneficiary is under a legal disability or is in any way incapacitated so as to
be unable to manage his financial affairs, the Committee may direct that
payment be made to a relative or friend of such person for his benefit until
claim is made by a conservator or other person legally charged with the care of
his person or his estate, and such payment shall be in lieu of any such payment
to the Covered Executive or the beneficiary. Thereafter, any benefits under
the Plan to which the Covered Executive or the beneficiary is entitled shall be
paid to such conservator or other person legally charged with the care of his
person or his estate.



     4.5.
Benefit May Not be Assigned. Neither a Covered Executive nor any
other person shall have any voluntary or involuntary right to commute, sell,
assign, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate or convey in advance of actual receipt of the amounts, if any, or
any part thereof, payable hereunder, which are expressly declared to be
unassignable and non-transferable. No part of the amounts payable shall be,
prior to actual payment, subject to seizure or sequestration for payment of any
debts, judgments, alimony or separate maintenance owed by the Covered Executive
or any other person, or be transferred by operation of law in the event of the
Covered Executive’s or any other person’s bankruptcy or insolvency. Payments
to or on behalf of a Covered Executive under the Plan are not subject to



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reduction or offset for amounts due or alleged to be due from the Covered
Employee to the Company or any Related Company.



SECTION 5




Change in Control




     For purposes of the Plan, the term “Change in Control” means the
occurrence of any of the following events:




	 	(a)	 	any Person other than a trustee or other fiduciary of
securities held under an employee benefit plan of the Company or any
of its subsidiaries, is or becomes a Beneficial Owner, directly or
indirectly, of stock of the Company representing 30% or more of the
total voting power of the Company’s then outstanding stock and
securities, excluding any Person who becomes such a Beneficial Owner
in connection with a transaction described in clause (A) of
paragraph (d), below
	 
	 	(b)	 	a tender offer (for which a filing has been made with the
Securities and Exchange Commission (“SEC”) which purports to comply
with the requirements of Section 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) and the corresponding
SEC rules) is made for the stock of the Company, which has not been
negotiated and approved by the Board of Directors of the Company,
then the first to occur of






	 	(i)	 	any time during the offer when the Person making
the offer owns or has accepted for payment stock of the
Company with 25% or more of the total voting power of the
Company’s stock, or
	 
	 	(ii)	 	three business days before the offer is to
terminate unless the offer is withdrawn first if the Person
making the offer could own, by the terms of the offer plus any shares owned by this Person, stock with 50% or more of the
total voting power of the Company’s stock when the offer
terminates;






	 	(c)	 	individuals who, as of the date hereof, constitute the Board
of Directors (the “Incumbent Board”) of the Company, cease for any
reason to constitute a majority thereof;provided,however, that any
individual becoming a director whose election, or nomination for
election by the Company’s stockholders, was approved by a vote of at
least 75% of the directors then comprising the Incumbent Board shall
be considered as though such individual was a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors of the Company;
	 
	 	(d)	 	there is consummated a merger or consolidation of the Company
(or any direct or indirect subsidiary of the Company) with any other
corporation, other than (A) a merger or consolidation which would
result in the voting securities of the





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	 	 	 	Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 75% of the
combined voting power of the stock and securities of the Company or
such surviving entity or any parent thereof outstanding immediately
after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no Person is or becomes
the Beneficial Owner, directly or indirectly, of stock and
securities of the Company representing more than 25% of the
combined voting power of the Company’s then outstanding stock and
securities; or
	 
	 	(e)	 	the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an
agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets other than a sale or
disposition by the Company of all or substantially all of the assets
to an entity at least 75% of the combined voting power of the stock
and securities which is owned by Persons in substantially the same
proportions as their ownership of the Company’s voting stock
immediately prior to such sale.
	 
	 	(f)	 	The occurrence of events resulting in an Affiliate (the
“Transferred Company”) ceasing to satisfy the definition of an
“Affiliate” set forth in this Section 5. However, the circumstances
described in this paragraph (f) shall constitute a Change in Control
only with respect to individuals who are employed at the Transferred
Company immediately before the events constituting the Change in
Control under this paragraph (f), and then only with respect to
individuals who are not employed by the Company or an Affiliate at
any time during the 30-day period following the events constituting
the Change in Control. For purposes of this paragraph (f), shares
of the Company that are beneficially owned by an employee benefit
plan (including a fiduciary of such plan) maintained by the Company
or an Affiliate shall be treated as not outstanding.
	 
	 	(g)	 	Substantially all of the business and assets of an Affiliate,
or substantially all of the business and assets of any division of
the Company (the “Transferred Business”) are transferred to a
business other than the Company or an Affiliate; provided, however,
that the circumstances described in this paragraph (g) shall
constitute a Change in Control only with respect to individuals who
are employed at the Transferred Business immediately before the
events constituting the Change in Control under this paragraph (g),
and then only with respect to individuals who are not employed by
the Company or an Affiliate at any time during the 30-day period
following the events constituting the Change in Control.





     For purposes of this Section 5:




	 	(I)	 	The term “Person” shall mean any person (as defined in
Section 3(a)(9) of the Exchange Act, as such term is modified in
Sections 13(d) and 14(d) of the Exchange Act) other than (1) any
employee plan established by the Company, (2) the Company or any of
its affiliates (as defined in Rule 12b-2 promulgated under




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	 	 	 	the Exchange Act), (3) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (4) a
corporation owned, directly or indirectly by stockholders of the
Company in substantially the same proportions as their ownership of
the Company.
	 
	 	(II)	 	The term “Beneficial Owner” shall mean beneficial owner as
defined in Rule 13d-3 under the Exchange Act.
	 
	 	(III)	 	The term “Affiliate” means (i) any corporation, partnership,
joint venture or other entity during any period in which it owns,
directly or indirectly, at least 50% of the voting power of all
classes of stock of the Company (or successor to the Company)
entitled to vote; and (ii) any corporation, partnership, joint
venture or other entity during any period in which at least a 50%
voting or profits interest is owned, directly or indirectly, by the
Company, by any entity that is a successor to the Company, or by any
entity that is an Affiliate by reason of clause (i) next above.





SECTION 6




Source of Benefit Payments




     The amount of any benefit payable under the Plan shall be paid from the
general assets of the Company. Neither a Covered Executive nor any other
person shall acquire by reason of the Plan any right in or title to any assets,
funds or property of the Company whatsoever, including, without limiting the
generality of the foregoing, any specific funds, assets, or other property
which the Company, in its sole discretion, may set aside in anticipation of a
liability under the Plan. A Covered Executive shall have only a contractual
right to the amounts, if any, payable under the Plan, unsecured by any assets
of the Company. Nothing contained in the Plan shall constitute a guarantee by
the Company that the assets of the Company shall be sufficient to pay any
benefits to any person.



SECTION 7




Committee




     7.1.Powers
of Committee. The authority to control and manage all aspects
of the operation and administration of the Plan shall be vested in the
Committee. The Committee is authorized to interpret the Plan, to establish,
amend, and rescind any rules and regulations relating to the Plan, and to make
all other determinations that may be necessary or advisable for the
administration of the Plan. Except as otherwise specifically provided by the
Plan, any determinations to be made by the Committee under the Plan shall be
decided by the Committee in its sole discretion. Any interpretation of the
Plan by the Committee and any decision made by it under the Plan is final and
binding on all persons. The amount to be deferred under Section 3 and the
amount that is payable under paragraphs 4.1 (a) and 4.1 (b) shall be based on
such estimates as the Committee determines in good faith to be appropriate.



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     7.2.Delegation
by Committee. The Committee may allocate all or any
portion of its responsibilities and powers to any one or more of its members
and may delegate all or any part of its responsibilities and powers to any
person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.



     7.3.Information
to be Furnished to Committee. The Company and the
Related Companies shall furnish the Committee with such data and information as
may be required for it to discharge its duties. The records of the Company and
the Related Companies as to a Covered Executive’s employment, termination of
employment, leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Covered Executives and other
persons entitled to benefits under the Plan must furnish the Committee such
evidence, data or information as the Committee considers desirable to carry out
the Plan.



     7.4.Liability
and Indemnification of Committee. No member or authorized
delegate of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable
to his own fraud or willful misconduct; nor shall the Company be liable to any
person for any such action unless attributable to fraud or willful misconduct
on the part of a director or employee of the Company. The Committee, the
individual members thereof, and persons acting as the authorized delegates of
the Committee under the Plan, shall be indemnified by the Company against any
and all liabilities, losses, costs and expenses (including legal fees and
expenses) of whatsoever kind and nature which may be imposed on, incurred by or
asserted against the Committee or its members or authorized delegates by reason
of the performance of a Committee function if the Committee or its members or
authorized delegates did not act dishonestly or in willful violation of the law
or regulation under which such liability, loss, cost or expense arises. This
indemnification shall not duplicate but may supplement any coverage available
under any applicable insurance.



SECTION 8




Amendment and
Termination




     The Committee may, at any time, amend or terminate the Plan, subject to
the following:




	 	(a)	 	Subject to the provisions of subsection 1.2
(relating to changes in the Code), no amendment or termination
may materially adversely affect the rights of any Covered
Executive or beneficiary under the Plan.
	 
	 	(b)	 	The Committee, with the approval of the Board,
may amend the Plan to accelerate the date on which Plan
benefits are otherwise payable under the Plan.
	 
	 	(c)	 	The Committee, with the approval of the Board,
may amend the Plan to accelerate the date on which Plan
benefits are otherwise payable under the Plan, and eliminate
all future deferrals under the Plan, thereby terminating the
Plan.
	 
	 	(d)	 	Notwithstanding any other provision of the Plan
to the contrary, neither the Committee nor the Board may
delegate its rights and responsibilities




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	 	 	 	under this Section 8; provided, however, that the
Board may, from time to time, substitute itself, or another
committee of the Board, for the Human Resources and
Compensation Committee under this Section 8.






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