exhibit10.htm



    Exhibit
10.1

    


    May
2009 Stock-Settled Stock Appreciation Right Grant Terms and
Conditions

    Pursuant
to the Brunswick Corporation 2003 Stock Incentive Plan (the “Plan”)

    


    
      	
              Purpose

            	
              To
      promote Brunswick’s long term financial interests and growth.

               

            
	
              Stock-Settled

              Stock

              Appreciation

              Right

               

            	
              The
      right to receive a payment in Brunswick Stock (as defined in the Plan)
      equal to the excess of the Stock’s Fair Market Value (as defined in the
      Plan) at exercise over the exercise prices as established on the date of
      grant attributable to the number of underlying Stock-Settled Stock
      Appreciation Rights (“Stock-Settled SARs”) granted.

               

              By
      exercising Stock-Settled SARs, you agree to the terms and conditions of
      the grant.

               

            
	
              Exercise
      Price

            	
              $
      Closing price as reported on the New York Stock Exchange Composite
      Transactions Tape on the date of grant.

            
	
              Vesting

            	
              Stock-Settled
      SARs vest and become exercisable upon the earliest of:

               

              § One-fourth
      of the Stock-Settled SARs granted on each of the first, second, third, and
      fourth anniversaries of the date of grant, so long as employment by
      Brunswick or its designated affiliates continues on each such anniversary
      date;

              § In
      the case of a termination of employment (other than for “cause” (willful
      misconduct in the performance of duties) or due to death or permanent
      disability (as defined below)) on or after (i) the first anniversary of
      the date of grant and (ii) the date at which age plus years of service
      equal 70 or more or age is 62 or more, vesting will continue on the normal
      vesting schedule described immediately above;

              § In
      the case of a termination of employment (other than for cause or due to
      death or permanent disability) (i) prior to the first anniversary and (ii)
      on or after the date at which age plus years of service equals 70 or more
      or age is 62 or more, a pro-rata portion of the award will vest on each
      anniversary of the date of grant pursuant to the normal vesting schedule
      described above.  For purposes of the foregoing sentence, a
      “pro-rata portion” will mean the product of (x) the number of shares
      underlying the Stock-Settled SAR award that would have vested on the
      applicable anniversary of the date of grant pursuant to the normal vesting
      schedule and (y) a fraction, the numerator of which is the number of days
      that have elapsed since the date of grant through the date of termination
      of the recipient’s employment, and the denominator of which is
      365.  All remaining shares will be forfeited;

              § Termination
      due to death or permanent disability; or,

              § A
      Change in Control (as defined in the Plan). 

               

            
	
              Grant
      Term

            	
              Vested
      Stock-Settled SARs will remain exercisable as follows:

               

              § Last
      day of employment, if involuntarily terminated for cause, or

              § Based
      on eligibility as of the last day employed, the latest of the
      following:

              · 30
      days after voluntary termination;

              · One
      year after involuntary termination without cause (for example,
      reductions-in-force or reorganization), or if your employer ceases to be a
      Subsidiary (as defined in the Plan) of Brunswick, unless the Committee (as
      defined in the Plan) provides otherwise;

              · Two
      years after termination following a Change in Control (as defined in the
      Plan);

              · Five
      years after termination due to death or permanent disability (as defined
      below); or

              · Five
      years after termination of employment  (other than for cause or
      due to death or permanent disability),

               
       provided that such
      termination occurs
      on or after the date at which your age plus years of service equals 70
      

                
      or more or
      age is 62 or more,

              § But,
      in no event later than ten years from the date of grant. 

               

            
	
              Exercise

              Settlement-

              Payment
      / Tax

              Withholding

            	
              On
      exercise, the number of shares of Brunswick Stock delivered will be
      determined as follows: 

               

              § The
      difference between the Fair Market Value on date of exercise and the per
      share exercise price will be determined.

              § This
      difference will be multiplied by the number of Stock-Settled SARs being
      exercised to determine the total dollar gain.

              § The
      total dollar gain will be divided by the Fair Market Value on date of
      exercise.

               

              Should
      you elect to have the required tax withholding satisfied by delivery of
      shares, then the ultimate Stock delivered will be reduced by an amount
      necessary to accommodate the required tax withholding.

               

              Tax
      withholding liability (to meet required FICA, federal, state, and local
      withholding) can be paid in any combination of the following:


              § Reduction
      in shares delivered to accommodate the required minimum tax withholding,
      or by

              § Cash
      or check  

               

            


       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

       

      	
              Additional

              Terms
      and

              Conditions

            	
              Grants
      are subject to the terms of the Plan.  To the extent any
      provision herein conflicts with the Plan, the Plan will
      govern.  The Committee administers the Plan.  The
      Committee may interpret the Plan and adopt, amend and rescind
      administrative guidelines and other rules as deemed
      appropriate.  Committee determinations are binding.

               

              The
      rule of 70/age 62 provisions do not apply for grants made to residents of
      the European Union.

               

              Permanent
      disability means the inability, by reason of a medically determinable
      physical or mental impairment, to engage in any substantial gainful
      activity, which condition, in the opinion of a physician selected by the
      Committee, is expected to have a duration of not less than 120
      days.

               

              The
      Plan may be amended, suspended or terminated at any time.  The
      Plan will be governed by the laws of the State of Illinois, without regard
      to the conflict of law provisions of any jurisdiction. 

               

            


    

     

    Nothing
contained in these Terms and Conditions or the Plan constitutes or is intended
to create a contract of continued employment.  Employment is at-will
and may be terminated by either the employee or Brunswick (including affiliates)
for any reason at any time.