exhibit10_2.htm


    
      
        Exhibit
10.2

         

        

        February
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 equal to the excess of the
      stock's market value at exercise over the exercise prices as established
      on the date of grant attributable to the number of underlying
      Stock-Settled Stock Appreciation Rights granted.

                           

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

                           

                        
	
                          Exercise
      Price

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

                           

                        
	
                          Vesting

                        	
                          Stock
      Settled SARs vest and become exercisable the earlier of:

                          § One
      fourth of the SARs granted on each of the first, second, third, and fourth
      anniversaries following grant,so long 

                             
      as employment by Brunswick or its designated affiliates continues on each
      such anniversary;

                          § Termination
      due to death or disability; or,

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

                           

                        
	
                          Grant
      Term

                        	
                          Stock
      settled SARs not exercised will be cancelled the earlier of:

                          § Last
      day of employment if involuntarily terminated for cause (willful
      misconduct in the performance of duties), or

                          § Based
      on eligibility as of last day employed the more generous 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 of Brunswick,
      unless the Committee provides otherwise;

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

                          · Five
      years after termination due to death, permanent disability (as defined
      below), or if age and years

                            of service equal 70 or
      more and age is 62 or more at the time of termination (the rule of 70 does
      not 

                              
      apply for grants made
      to residents of the European Union) (SARs continue to
      become exercisable
      

                              
      per normal vesting schedule after termination). 

                          § But,
      in no event later than ten years from 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 closing market price on date of exercise and the
      exercise price will be determined.

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

                          § The
      total dollar gain will be divided by the closing market price on date of
      exercise.

                           

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

                           

                          § Cash
      or check, or by

                          § Selling
      shares to cover minimum tax withholding liability only.*

                           

                          *Involves
      a “sale” of stock.  Trading stock based on insider information
      is prohibited.  Contact the Corporate Legal Department if you
      have any questions before you exercise a SAR.

                           

                        
	
                          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 shall
      govern.  The Human Resources and Compensation Committee of the
      Board 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.

                           

                          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.

        
          
            
            

          

          
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