exhibit10_3.htm


     

    

    
      Exhibit 10.3

    

    
       

       

      
        2009
Restricted Stock Unit Grant Terms and Conditions

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

         

         

        
          	
                  Purpose

                   

                	
                  To
      encourage retention of key managers so as to support the execution of
      business strategies and achieve future goals.

                   

                
	
                  Restricted
      Stock Units

                   

                	
                  Restricted
      Stock Units valued on the same basis as Brunswick Corporation common stock
      where one unit equals one share.  Dividend equivalents will be
      reinvested in additional restricted stock units.  There are no
      voting rights attached to restricted stock units.

                   

                
	 
      Vesting	 Restricted
      stock units will vest the earlier of:
	
                   

                	
                  ▪

                   

                  ▪

                   

                   

                   

                   

                  ▪

                	
                  Three
      years from date of grant, subject to continued employment, 

                   

                  On
      a Change in Control (as defined in the Plan), however, for those meeting
      the Rule of 70 (i.e., age and years of service equals 70
      or  more),
      the definition of Change in Control shall have the meaning ascribed to
      such term under Code Section 409A and applicable regulations
      issued thereunder; provided, however, in no event shall an acquisition of
      assets under Treasury Regulation 1.409A-3(i)(5)(vii)
      constitute a change in control event, unless such event is also a sale or
      disposition of all or substantially all of the Company’s assets,
      or,

                   

                  On
      death or termination due to long-term disability.

                   

                
	
                  Termination
      of Employment

                	
                  Forfeiture
      of restricted stock units in the event employment terminates prior to
      vesting, except one-third will be distributed if termination occurs at
      least one year after grant date and two-thirds will be distributed if
      termination occurs at least two years after grant date if age and years of
      service equals 70 or more (the rule of 70 does not apply for grants made
      to residents of the European Union).

                   

                


        

        
          	
                  Timing
      of Distribution

                   

                	
                  Distributions
      will occur as soon as practical after the vesting date.

                   

                
	
                  Tax
      Withholding

                   

                	
                  Tax
      withholding liability (to meet required FICA, federal, state, and local
      withholding) must be paid via share reduction upon
      distribution.

                   

                
	
                  Form
      of Distribution

                   

                	
                  Shares
      will be deposited to your existing Dividend Reinvestment Plan account or,
      if one is not currently on record, deposited into a newly created
      account.  Stock certificates will be issued on
      request.

                   

                


        

        
          	
                  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.