exhibit10_8.htm


    
                                                                          Exhibit


Exhibit 10.8

       

      BRUNSWICK
CORPORATION

       

      These
TERMS AND CONDITIONS OF EMPLOYMENT (the “Agreement”) made in Lake County,
Illinois, as of  June 1, 2009 (the “Effective Date”), between Brunswick
Corporation, a Delaware corporation with its headquarters at 1 N. Field Court,
Lake Forest, Illinois, 60045 (the “Company”), and [ ] (the
“Executive”).

       

       

      WITNESSETH:

       

      A. WHEREAS,
since [date], the Executive has been employed by the Company; and

       

      B. WHEREAS,
the Company desires to be assured of the Executive’s experience, skills,
knowledge, and background for the benefit of the Company, and the efficient
achievement of the long-term strategy of the Company, and is therefore willing
to employ the Executive upon the terms and conditions, and in consideration of
the compensation and benefits, provided herein; and

       

      C. WHEREAS,
as is the case with many publicly held corporations, a change in control might
occur and such possibility may result in the departure or distraction of key
management personnel to the detriment of the Company and its stockholders;
and

       

      D. WHEREAS,
the Company desires to take appropriate steps to reinforce and encourage the
continued attention and dedication of members of management, including the
Executive, to their assigned duties without distraction arising from the
possibility of a change in control of the Company; and

       

      E. WHEREAS,
the Company desires to have the Executive agree to provisions relating to
noncompetition and nonsolicitation and certain other provisions contained
herein, and the Executive is willing to agree to such provisions in
consideration for the additional severance benefits to which [he/she] may become
entitled under the terms of this Agreement.

       

      F. THEREFORE,
in consideration of the foregoing and the agreements of the parties described
below, the parties agree that:

       

      1. Definitions.  For purposes of
this Agreement, capitalized terms used in this Agreement shall have the meanings
indicated in Appendix I to this Agreement.

       

      2. Employment and
Duties.

       

      (a) Position.  The
Company hereby agrees to employ the Executive, and the Executive hereby agrees
to serve the Company, under the title of [title].  The Executive shall
have such authority, duties, and responsibilities as are commensurate with such
position on the terms and conditions set forth in this Agreement, and shall
directly report to the Chief Executive Officer.

       

      (b) Performance of
Duties.  Subject to the provisions of Section 6, below,
Executive shall diligently perform [his/her] duties as [title] or as may
otherwise be directed by the Chief Executive Officer, and agrees to use
[his/her] reasonable best efforts to perform [his/her] duties faithfully and
efficiently.

       

      (c) Other Duties; Related
Companies.  The Executive agrees to serve, as requested, as an
officer or director of any Related Company, and shall receive no additional
compensation for such service.

       

      3. Agreement
Term.  The term of this
Agreement (the “Term”) shall begin on the Effective Date and shall continue
until terminated in accordance with Section 14 below.  The Company
shall employ the Executive for a period of time beginning on the Effective Date
and continuing for as long as the Executive retains the confidence of the Chief
Executive Officer, it being the express understanding that the Executive is an
“employee at will,” subject only to the protections provided by the specific
terms of this Agreement.  Subject to the terms and conditions set
forth in this Agreement, the Chief Executive Officer may remove the [title] and
assign [him/her] to other duties within the Company or terminate [his/her]
employment.

       

      4. Executive’s
Compensation and Benefits.  As remuneration
to the Executive for [his/her] services to the Company hereunder, the Company
shall compensate the Executive as provided in this Section 4 during the
Term.  Executive acknowledges and agrees that Section 15 of this
Agreement is expressly applicable to any form of compensation or benefit
provided to Executive.

       

      (a) Base
Salary.  The Executive’s annual base salary (“Base Salary”)
shall be [_] commencing on the Effective Date and, except as it may be modified
in accordance with this Section 4 by action of the Committee, continuing
throughout the Term.  The Base Salary shall be payable in conformity
with the Company’s then-current payroll practices, as modified from time to
time.  The Base Salary will be reviewed annually during the Term in
accordance with Company’s usual salary review process for executive
officers.  Effective as of the date of any adjustment in the
Executive’s Base Salary, the Base Salary as so adjusted shall be considered the
new Base Salary for all purposes of this Agreement.  Any adjustments
in Base Salary shall be determined by the Committee and communicated by
memorandum to the Executive from the Chief Executive Officer.  Each
such memorandum shall be included in Appendix II of this Agreement and shall
form a part of the Agreement.

       

      (b) Brunswick Performance
Plan.  For each calendar year during the Term, the Executive
shall be eligible to participate in the Brunswick Performance Plan (“BPP”) and
any and all successor or replacement plans as may be determined by the Board or
the Committee (“Annual Bonus”).  During the Term, the Executive’s
target Annual Bonus for each full calendar year shall be determined by the
Committee in accordance with the terms of the BPP, as in effect from time to
time (“Target Annual Bonus”).  During the Term, the performance goals
to be achieved, and the extent to which those goals have been achieved for
purposes of calculating the amount of the actual payment as a percentage of the
Target Annual Bonus, will be determined by the Committee or as delegated to the
Chief Executive Officer.  The amount of any award under BPP shall be
reviewed and approved by the Committee and communicated by memorandum to the
Executive from the Chief Executive Officer, and shall be paid to the Executive
in accordance with the terms of the BPP.  Each such memorandum shall
be included in Appendix II of this Agreement and shall form a part of the
Agreement.  Executive acknowledges and agrees that the payment of the
Annual Bonus is subject to the Company’s stock ownership guidelines for
corporate officers, as in effect from time to time, pursuant to which Executive
is currently required to own [    ] shares of Company
stock.

       

       

      
         

         

      

       

      (c) [Reserved]

       

      (d) Equity-Based
Awards.  For each calendar year during the Term, the Executive
shall be eligible to participate in and receive equity-based awards under the
Company’s 2003 Stock Incentive Plan, and any and all successor or replacement
plans as may be determined by the Board or the Committee (collectively,
“Incentive Plan”).  Any such future awards when made will be set forth
in a memorandum to the Executive from the Chief Executive
Officer.  Each such memorandum shall be included in Appendix II of
this Agreement and shall form a part of the Agreement.

       

      (e) [Reserved]

       

      (f) Health and Welfare
Benefits.  The Executive shall be entitled to participate in
all Company-sponsored health and welfare benefits offered to similarly situated
senior executives, including health, dental, vision, term life insurance and
annual executive physical examination, and any and all successor or replacement
benefits as may be determined by the Board or the Committee.

       

      
        (g) [Reserved]

         

      

      (h) Vacation.  The
Executive shall earn pro rata [(#)] weeks of paid vacation each calendar year,
to be earned and taken as generally provided for other similarly situated senior
executives of the Company.  Earned but unused vacation shall be paid
within 30 days after termination of the Executive’s employment.  The
Executive shall also be entitled to such personal days and paid holidays as are
generally available to other similarly situated senior executives of the
Company.

       

      (i) Deferred Compensation
Plans.  The Executive shall be entitled to participate in the
Brunswick Rewards Plan, its 2005 Elective Deferred Incentive Compensation Plan,
and its Restoration Plan, and any and all successor or replacement plans as may
be determined by the Board or the Committee.  Furthermore, to the
extent the Executive receives compensation that is subject to deferral pursuant
to the Company’s 2005 Automatic Deferred Compensation Plan (or any successor or
replacement plans as may be determined by the Board or the Committee), such
compensation shall be deferred automatically thereunder.

       

      (j) [Reserved]

       

      (k) Expenses.  The
Executive shall be entitled to receive prompt reimbursement for all reasonable
and necessary expenses incurred by the Executive in connection with the
performance of [his/her] duties hereunder, in accordance with Company policies
for similarly situated senior executives.

       

      (l) Product
Programs.  During the period of the Executive’s employment
hereunder, the Executive shall be entitled to obtain Company products under the
Executive Product Program and make purchases through the Employee Purchase
Program, in accordance with the terms and conditions in effect from time to
time.

       

      5. Restrictive
Covenants.  The Executive
acknowledges that during employment with the Company or a Related Company, the
Executive has and will acquire, develop and have access to confidential and
proprietary information that belongs to the Company or the Related
Company.  This information takes years and extensive resources to
develop, is valuable to the Company or the Related Company and provides the
Company or the Related Company with a competitive edge.  In
consideration of employment or continued employment, Executive knowingly and
voluntarily agrees to the following restrictions and further acknowledges and
agrees that they are reasonably designed to protect the Company or the Related
Company interests and good will, and will not unduly restrict Executive’s
post-employment activities.

       

      (a) Noncompetition;
Nonsolicitation; Nondisparagement.  The following provisions
shall apply:

       

      (i) During
the Executive’s employment and during the eighteen (18) month period immediately
following termination of Executive’s employment (regardless of the reason for
the termination of employment), without the prior written consent of the
Company, (i) the Executive shall not directly or indirectly be employed or
retained by, or render any services for, or be financially interested in any
manner, in any person, firm or corporation engaged in any business which is then
materially competitive in any way with any business in which the Company or any
Related Company was engaged (including any program of development or research)
(a “Competitive Activity”) during the Executive’s employment; (ii) the
Executive shall not divert or attempt to divert any business from the Company or
a Related Company; (iii) the Executive shall not disturb or attempt to
disturb any business relationships of the Company or any Related Company; and
(iv) the Executive shall not assist any person in any way to do, or attempt
to do, anything prohibited by the preceding clauses (i), (ii) and
(iii).

       

      (ii) In
furtherance of Section 5(a)(i) above, the Executive shall promptly notify the
Company through the Company’s Chairman of the Board and Chief Executive Officer
and the Chief Human Resources Officer (or their respective representatives), in
advance in writing (which shall include a description of the proposed activity)
of [his/her] intention to engage in any activity which could reasonably be
deemed to be subject to the noncompetition provision set forth in Section
5(a)(i).  The Company’s Chairman of the Board and Chief Executive
Officer or the Chief Human Resources Officer (or one of their respective
representatives) shall respond to the Executive in writing within thirty (30)
calendar days indicating its approval or objections to the Executive’s
engagement in the activity; provided, however, that if the Company’s Chairman of
the Board and Chief Executive Officer or the Chief Human Resources Officer (or
one of their respective representatives) does not respond to or request
additional information from the Executive within such thirty (30) day period,
the Company’s approval shall be deemed to be granted.  If the
Executive fails to notify the Company of [his/her] intended activity in advance,
the Company shall retain all its rights of objections.  Nothing in
this Agreement shall be construed as preventing the Executive from investing
[his/her] personal assets in any business that competes with the Company, in
such form or manner as will not require any services on the part of the
Executive in the operation or affairs of the business in which such investments
are made, but only if the Executive does not own or control more than two
percent of any class of the outstanding stock of such business.

       

      (iii) For the
[(#)] month period following termination of Executive’s employment with the
Company, the Executive shall not, without the prior written consent of the
Company, (A) solicit, recruit or hire any individual who is employed by the
Company or any Related Company (or was so employed within 180 calendar days
prior to the Executive’s solicitation, recruitment or hiring), (B) solicit
or encourage any employee of the Company or any Related Company to terminate or
refrain from renewing or extending such employment or to become employed by or
become a consultant to any other individual or entity other than the Company or
a Related Company, or (C) initiate discussion with any such employee for
any such purposes or authorize or knowingly cooperate with the taking of any
such actions by any other individual or entity; provided, however, that nothing
herein shall prohibit the Executive from generally advertising for personnel not
specifically targeting any executive or other personnel of the
Company.

       

      (iv) During
the Executive’s employment with the Company and thereafter, Executive will not
make any comment or statement or engage in any other behavior that in any way
disparages or is otherwise detrimental to the reputation and goodwill of the
Company, any Related Company, or any director, officer, executive, or agent of
the Company or any Related Company; provided, however, that nothing
herein shall be interpreted as prohibiting Executive from making truthful
statements, including statements of opinion, to Company directors, officers,
auditors or regulators or when required by a court or other body having
jurisdiction to require such statements.

       

      (b) Confidentiality.  The
following provisions shall apply:

       

      (i) Except as
may be required by the lawful order of a court or agency of competent
jurisdiction, or except to the extent that the Executive has express written
authorization from the Company, [he/she] will keep secret and confidential all
Confidential Information (as defined below), and not disclose the same, either
directly or indirectly, to any other person, firm, or business entity, or use it
in any way.  The Executive agrees that, to the extent that any court
or agency seeks to have the Executive disclose Confidential Information,
[he/she] shall promptly inform the Company, and [he/she] shall take such
reasonable steps to prevent disclosure of Confidential Information until the
Company has been informed of such required disclosure, and the Company has an
opportunity to respond to such court or agency.  To the extent that
the Executive obtains information on behalf of the Company or a Related Company
that may be subject to attorney-client privilege as to the Company or an
affiliate’s attorneys, the Executive shall take reasonable steps to maintain the
confidentiality of such information and to preserve such privilege.

       

      (ii) Upon
[his/her] termination of employment with the Company for any reason, the
Executive shall promptly return to the Company any keys, credit cards, passes,
confidential documents and material, or other property belonging to the Company,
and shall return all writings, files, records, correspondence, notebooks, notes
and other documents and things (including any copies or electronic versions
thereof) containing Confidential Information or relating to the business or
proposed business of the Company or any Related Company or containing any trade
secrets relating to the Company or any Related Company, except any personal
diaries, calendars, rolodexes or personal notes or correspondence.

       

      (iii) For
purposes of this Agreement, the term “Confidential Information” means all
non-public information concerning the Company and any Related Company that was
acquired by or disclosed to the Executive during the course of [his/her]
employment with the Company or a Related Company, or during discussions between
the Executive and the Company or any Related Company following [his/her]
termination of employment arising out of [his/her] employment or this Agreement,
including, without limitation:  (A) all of the Company’s or any
Related Company’s “trade secrets” as that term is used in the Illinois Trade
Secrets Act (or, if that Act is repealed, the Uniform Trade Secrets Act upon
which the Illinois Trade Secrets Act is based); (B) any non-public
information regarding the Company’s or a Related Company’s directors, officers,
employees, customers, equipment, processes, costs, operations and methods,
whether past, current or planned, as well as knowledge and data relating to
business plans, marketing and sales information originated, owned, controlled or
possessed by the Company or a Related Company; and (C) information
regarding litigation and threatened litigation involving or affecting the
Company or a Related Company.

       

      (c) Assistance with
Claims.  The Executive agrees that, consistent with the
Executive’s business and personal affairs, during and after [his/her] employment
by the Company, [he/she] will assist the Company and any Related Company in the
defense of any claims or potential claims that may be made or threatened to be
made against any of them in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “Proceeding”), and will assist the
Company and any Related Company in the prosecution of any claims that may be
made by the Company or any Related Company in any Proceeding, to the extent that
such claims may relate to the Executive’s employment or the period of the
Executive’s employment by the Company.  Executive agrees, unless
precluded by law, to promptly inform the Company if Executive is asked to
participate (or otherwise become involved) in any Proceeding involving such
claims or potential claims.  Executive also agrees, unless precluded
by law, to promptly inform the Company if Executive is asked to assist in any
investigation (whether governmental or private) of the Company or any Related
Company (or their actions), regardless of whether a lawsuit has then been filed
against the Company or any Related Company with respect to such
investigation.  The Company agrees to reimburse Executive for all of
Executive’s reasonable out-of-pocket expenses associated with such assistance,
including travel expenses and any attorneys’ fees and shall pay a reasonable per
diem fee for Executive’s service.

       

      (d) The
payments, benefits, and other entitlements under this Agreement are being made
in consideration of, among other things, the obligations of this Section 5 and,
in particular, compliance with Sections 5(a) and (b) of this Agreement; provided, however, that all
such payments, benefits, or other entitlements pursuant to Section 6 of the
Agreement are subject to and conditioned upon the Executive’s entering into the
Release and Agreement referred to in Section 6(h) of this
Agreement.

       

      (e) Remedies.

       

      (i) The
Executive acknowledges that the Company would be irreparably injured by any
violation of this Section 5.

       

      (ii) Subject
to Section 7, in the event of any material breach by the Executive of the
provisions of Sections 5(a) or (b), (A) the Company shall be relieved of all
obligations to make any further payments to the Executive pursuant to Sections 4
and 6 of this Agreement or otherwise under any incentive compensation plan of
the Company or a Related Company, (B) all outstanding equity-based awards
held by the Executive shall be immediately forfeited, (C) subject to the
following provisos, the Executive will be required to pay to the Company, in
cash, within five business days after written demand is made therefor by the
Company, an amount equal to any payments received by the Executive under
Sections 6(a), 6(b) and 6(f) and (D) subject to the following provisos, the
Executive will be required to pay the Company, in cash, within five (5) business
days after written demand is made therefor by the Company, an amount equal to
any gain realized as a result of the exercise or vesting of equity awards during
the period commencing twelve months prior to the Executive’s termination of
employment for any reason and ending on the date of payment; provided, however, that no
forfeiture, cancellation, or repayment shall take place with respect to any
payments, benefits, or entitlements under this Agreement or any other award
agreement, plan, or practice, unless the Company shall have first given the
Executive written notice of its intent to so forfeit, cancel, or require
repayment and the Executive has not, within thirty (30) calendar days after such
notice has been given, ceased such impermissible Competitive Activity or other
activity in violation of this Agreement; and provided further,
however, that
such prior notice procedure shall not be required with respect to (A) a
Competitive Activity or violation of Section 5(b) of this Agreement which the
Executive initiated after the Company had informed the Executive in writing that
it believed such activity violated this Agreement or the Company’s
noncompetition guidelines, or (B) any Competitive Activity regarding
products or services which are part of a line of business which the Executive
knew or should have known represented more than five percent (5%) of the
Company’s consolidated gross revenues for its most recently completed fiscal
year at the time the Executive’s employment is terminated.

       

      (iii) Executive
agrees that (A) the Company, in addition to any other remedies available to
it for a breach or threatened breach of Sections 5(a) or (b), shall be entitled
to a preliminary injunction, temporary restraining order, or other equivalent
relief, restraining the Executive from any actual or threatened breach of this
Section 5, and (B) if a bond is required to be posted in order for the
Company to secure an injunction or other equitable remedy, the parties agree
that said bond need not be more than a nominal sum.  If a final and
non-appealable judicial determination is made that any of the provisions of this
Section 5 constitutes an unreasonable or otherwise unenforceable restriction
against the Executive, the provisions of this Section 5 will not be rendered
void but will be deemed to be modified to the minimum extent necessary to remain
in force and effect for the greatest period and to the greatest extent that such
court determines constitutes a reasonable restriction under the
circumstances.  Moreover, notwithstanding the fact that any provision
of this Section 5 is determined not to be specifically enforceable, the Company
will nevertheless be entitled to recover monetary damages as a result of the
Executive’s breach of such provision.

       

      6. Termination
Provisions.

       

      (a) Severance
Benefits.  Prior to a Change in Control, if the Company
terminates the Executive’s employment for any reason other than Long-Term
Disability or Cause, or if the Executive resigns for Good Reason, subject to
Section 6(h), the Executive shall be entitled to:

       

      (i) Severance
payments in an aggregate amount equal to the sum of (x) one and one-half (1.5)
times Executive’s then-current Base Salary (disregarding any reduction in salary
made in contemplation of such termination of employment), (y) one and one-half
(1.5) times the Company’s profit-sharing, 401(k) match and other Company
contributions made on behalf of the Executive to the Company’s tax-qualified and
nonqualified defined contribution plans during the twelve (12) month period
prior to the date of termination, and (z) such amount, if any, as may be
determined by the Chief Executive Officer in his sole discretion based on the
Executive’s Target Annual Bonus under the BPP (“Total Severance
Payment”).  In the event that the Total Severance Payment becomes due
to the Executive under this Agreement, subject to Section 7, such payment shall
be made in equal installments, in accordance with the Company’s regular payroll
practices and procedures, as if it were to be paid over the eighteen (18) month
period following the date that the release described in Section 6(h) becomes
effective and irrevocable (the “Release Effective Date”); provided, however, that all
unpaid portions of the Total Severance Payment shall be distributed to the
Executive in a lump sum on the payroll date immediately preceding March 15 of
the calendar year following the calendar year in which the date of termination
occurs.  Notwithstanding anything to the contrary in this paragraph,
in the event that the Executive will attain age 65 prior to the eighteen (18)
month anniversary of the date of termination, the Total Severance Payment shall
be reduced to a level determined by multiplying the amount of such payment by a
fraction, the numerator of which shall be the number of full months between the
date of termination and the date the Executive will attain age 65 (and the
numerator will not be reduced to reflect any six (6) month delay in payment that
may be required pursuant to Section 7), and the denominator of which shall be
eighteen (18).  In addition, the period during which the Executive
will receive installment payments with respect to the Total Severance Payment
will also be reduced accordingly.

      
         

      

      
        
        

      

          (ii) If such
termination occurs prior to the payment of the Executive’s Annual Bonus payable
with respect to the immediately preceding calendar year, payment of such Annual
Bonus for such period, in the amount, and at such time, as [he/she] would
otherwise have been entitled under the terms of the BPP had employment not
terminated.

       

          (iii) All
outstanding stock options, stock appreciation rights, restricted stock units,
restricted shares and other equity-based awards (the “Equity Incentives”) held
by the Executive shall be governed by the terms and conditions of the equity
compensation plans and award agreements pursuant to which they were
granted.

       

          (iv) The
Executive shall be entitled to Company-provided continuation of medical, dental,
vision and prescription coverage, but not Long-Term Disability coverage (the
“Benefits”) (on either an insured or a self-insured basis, in the sole
discretion of the Company) for the Executive and [his/her] “Eligible Dependents”
(as determined under the terms of the Company’s health and welfare benefit plans
in effect as of the date of termination), on substantially the same terms of
such coverage that are in existence immediately prior to the Executive’s date of
termination (subject to commercial availability of such coverage), until the
earlier of: (A) the date on which the Executive becomes employed by another
employer, or (B) the eighteen (18) month anniversary of the Executive’s date of
termination; provided, however, that such
coverage shall run concurrently with any coverage available to the Executive and
[his/her] Eligible Dependents under COBRA; and provided further,
however, that
the Executive shall immediately notify the Company if [he/she] or [his/her]
Eligible Dependents become covered under Medicare or another employer’s group
health plan, at which time the Company’s provision of medical coverage for the
Executive and/or [his/her] Eligible Dependents, as applicable, will
cease.  The Executive shall not be entitled to any other perquisites
(except as otherwise explicitly provided in the applicable perquisite plan or
policy or in this Agreement).  Notwithstanding anything to the
contrary in this Section 6(a)(iv), in the event the Executive attains age 65
prior to the eighteen (18) month anniversary of his date of termination, the
benefits provided for in this Section 6(a)(iv) shall cease on the date the
Executive attains age 65; and provided further,
however, that
if the commencement of benefits under this Section 6(a)(iv) is delayed by six
(6) months as a result of Section 7, the Executive shall continue to receive the
benefits under this Section 6(a)(iv) following attainment of age 65 solely
during the period necessary to avoid a reduction in benefits as a result of the
six (6) month delay.

       

      (b) Change in Control
Benefits.  After a Change in Control, if the Company terminates
the Executive’s employment for any reason other than Cause or Long-Term
Disability, or if the Executive resigns for Good Reason, subject to Section
6(h), the Executive shall be entitled to:

       

      (i) Change in
Control payments in a lump sum in an aggregate amount equal to three (3) times
the sum of (x) the Executive’s then-current Base Salary (disregarding any
reduction in salary made after the Change in Control or in contemplation of the
Change in Control), (y) the Executive’s Target Annual Bonus for the year of
termination or, if greater, the Target Annual Bonus for the year in which the
Change in Control occurred, and (z) the Company’s profit-sharing, 401(k)
match and other Company contributions made on behalf of the Executive to the
Company’s tax-qualified and nonqualified defined contribution plans during the
twelve (12) months prior to the date of termination (“Total Change in Control
Payment”).  Notwithstanding anything to the contrary in this
paragraph, in the event that the Executive will attain age 65 prior to the third
(3rd) anniversary of the date of termination, the Total Change in Control
Payment shall be reduced to a level determined by multiplying the amount of such
payment by a fraction, the numerator of which shall be the number of full months
between the date of termination and the date the Executive will attain age 65
(and the numerator will not be reduced to reflect any six (6) month delay in
payment that may be required pursuant to Section 7), and the denominator of
which shall be thirty-six (36).  The Total Change in Control Payment
shall be paid on the Release Effective Date.

       

      (ii) If such
termination occurs prior to the payment of the Executive’s Annual Bonus payable
with respect to the immediately preceding calendar year, payment of such Annual
Bonus for such period, in the amount, and at such time, as [he/she] would
otherwise have been entitled under the terms of the BPP had employment not
terminated.

       

      (iii)
Notwithstanding the terms and conditions of the equity compensation plans and
award agreements pursuant to which outstanding awards were granted, upon
termination of the Executive’s employment, all Equity Incentives held by the
Executive will become fully vested and, if applicable, immediately exercisable,
and will remain outstanding pursuant to their terms; provided, however, that the
treatment of all awards held by the Executive that are subject to
performance-based vesting criteria shall be governed by the terms and conditions
of the equity compensation plans and award agreements and/or award terms
pursuant to which they were granted.

       

      (iv) The
Executive shall be entitled to Company-provided continuation of Benefits (on
either an insured or a self-insured basis, in the sole discretion of the
Company) for the Executive and [his/her] Eligible Dependents, on substantially
the same terms of such coverage that are in existence immediately prior to the
Executive’s date of termination (subject to commercial availability of such
coverage), until the earlier of:  (A) the date on which the
Executive becomes employed by another employer, or (B) the third
anniversary of the Executive’s date of termination; provided, however, that such
coverage shall run concurrently with any coverage available to the Executive and
[his/her] Eligible Dependents under COBRA; and provided further,
however, that
the Executive shall immediately notify the Company if [he/she] and [his/her]
Eligible Dependents become covered under Medicare or another employer’s group
health plan, at which time the Company’s provision of medical coverage for the
Executive and/or [his/her] Eligible Dependents, as applicable, will
cease.  The Executive shall not be entitled to any other perquisites
(except as otherwise explicitly provided in the applicable perquisite plan or
policy or in this Agreement).  Notwithstanding anything to the
contrary in this Section 6(b)(iv), in the event the Executive attains age 65
prior to the third anniversary of [his/her] date of termination, the benefits
provided for in this Section 6(b)(iv) shall cease on the date the Executive
attains age 65; provided, however, that if the
commencement of benefits under this Section 6(b)(iv) is delayed by six (6)
months as a result of Section 7, the Executive shall continue to receive the
benefits under this Section 6(b)(iv) following attainment of age 65 solely
during the period necessary to avoid a reduction in benefits as a result of the
six (6) month delay.

       

      (c) Benefits Upon Termination
Due to Death or Long-Term Disability.   If, at any time
during the Term, the Executive’s employment terminates as a result of the
Executive’s death or Long-Term Disability, the Executive or [his/her] estate (as
applicable) shall be entitled to:

       

      (i) Payment
of any unpaid Base Salary accrued through the date of termination (to be paid on
the scheduled payment date for such Base Salary) and any unreimbursed business
expenses incurred through the date of termination.

       

      (ii) Subject
to Section 6(h), such amount, if any, as may be determined by the Chief
Executive Officer in his sole discretion based on the Executive’s Target Annual
Bonus under the BPP (to be paid on the Release Effective Date).

       

      (iii) If such
termination occurs prior to the payment of the Executive’s Annual Bonus payable
with respect to the immediately preceding calendar year, payment of such Annual
Bonus for such period, in the amount, and at such time, as [he/she] would
otherwise have been entitled under the terms of the BPP had employment not
terminated.

       

      (iv) Continuation
of the ability of the Executive or the Executive’s beneficiaries (as applicable)
to exercise all outstanding awards granted to the Executive under the Incentive
Plan that became vested and exercisable on or prior to such date of termination
in accordance with the terms and conditions of such grants.

       

      (d) Termination for
Cause.  In the event the Executive’s employment is terminated
for Cause at any time during the Term, the Executive shall not receive any
payments, benefits, or other amounts provided by this Agreement, other than
payment of any unpaid Base Salary accrued through the date of termination (to be
paid on the scheduled payment date for such Base Salary), payment of any
unreimbursed business expenses incurred through the date of termination (but
shall still be subject to the restrictive covenants set forth in Section 5 of
this Agreement).  The Executive shall remain entitled to all benefits
under the Company’s tax-qualified retirement plans and shall remain eligible for
certain benefits under other employee benefit plans, in each case subject to,
and in accordance with, the terms of such plans.  Provided that the
activity, facts, or circumstances that precipitated the “for Cause”
determination were not (i) the result of Executive’s bad faith, or
(ii) undertaken without a reasonable belief by the Executive that [he/she]
was acting in the best interests of the Company or as required by applicable
law, the Executive’s employment may not be terminated for Cause prior to advance
written notice to the Executive containing reasonable detail of the activity,
facts, or circumstances constituting Cause for termination, the actions that the
Executive must take to cease such activity or cure such facts and circumstances,
and a reasonable amount of time (not to exceed thirty (30) calendar days) for
the Executive to effectuate such cure.  All determinations relating to
a “for Cause” termination shall be made by the Company in its sole
discretion.

       

      (e) Termination Due to Voluntary
Resignation Without Good Reason.  In the event the Executive
voluntarily resigns without Good Reason during the Term, the Executive shall not
be entitled to any payments, benefits or other amounts under this Agreement,
other than payment of any unpaid Base Salary accrued through the date of
termination (to be paid on the scheduled payment date for such Base Salary), and
for payment of any unreimbursed business expenses incurred through the date of
termination (but shall still be subject to the restrictive covenants set forth
in Section 5 of this Agreement).  The Executive shall remain entitled
to all benefits under the Company’s tax-qualified retirement plans and shall
remain eligible for certain benefits under other employee benefit plans
(including, without limitation, any plans providing for Equity Incentives), in
each case subject to, and in accordance with, the terms of such
plans.

       

      (f) Outplacement.  In
addition to any rights to which the Executive may be entitled under Sections
6(a) through 6(e), above, in the event that the Executive’s employment is
terminated during the Term (y) by the Company, and such termination is other
than for Cause, death or Long-Term Disability, or (z) by the Executive for Good
Reason, subject to Section 6(h), the Executive shall be entitled to the services
of a Company-paid and Company-approved outplacement or career transition
consultant in accordance with the Company’s current practices for senior
executives in effect as of the date of termination; provided, however, that
commencement of such transition counseling services, if desired, must begin
prior to the first (1st)
anniversary of the date of termination and must end prior to the last day of the
second (2nd)
calendar year following the year in which the date of termination
occurs.

       

      (g) Notification Requirements
for Termination for Good Reason.

       

      (i) In the
event the Executive determines that Good Reason exists to terminate [his/her]
employment with the Company, the Executive shall notify the Company in writing
of the specific event, within sixty (60) calendar days after the date that the
Executive becomes aware of the occurrence of such event, and such notice shall
also include the date on which the Executive will terminate employment with the
Company, which date shall be no earlier than sixty (60) calendar days after the
date of such notice and no later than the second anniversary of the date of the
occurrence of the event giving rise to Good Reason; provided, however, that the
Chief Executive Officer, in his sole discretion, may relieve the Executive of
[his/her] duties effective immediately upon the Company’s receipt of notice
provided pursuant to this Section 6(g).

       

      (ii) Within
thirty (30) calendar days after the Company’s receipt of such written notice,
the Company shall notify the Executive that it agrees or disagrees with the
Executive’s determination that the event specified in the Executive’s notice
constitutes Good Reason.  Notwithstanding any other provision of this
Agreement, the Company’s determination whether it agrees or disagrees with the
Executive’s determination that the event specified in the Executive’s notice
constitutes Good Reason shall be reasonable, based on all the relevant facts and
circumstances.  The arbitrator in any arbitration proceeding initiated
pursuant to Section 13 of this Agreement, in which the existence of Good Reason
is an issue, shall be expressly empowered and directed to review, de novo, the
facts and circumstances claimed by the Executive to constitute Good
Reason.

       

      (iii) In the
event the Company notifies the Executive that it agrees with the Executive’s
determination that the event specified in the Executive’s notice constitutes
Good Reason, the Company, in its sole discretion, shall either
(y) undertake to cure the circumstances that gave rise to Good Reason
within thirty (30) calendar days of the Company’s response to Executive under
Section 6(g)(ii), above, or (z) advise the Executive that [his/her]
employment with the Company shall terminate on [his/her] date of termination as
determined under Section 6(g)(i), above.  In the event that the
Executive and the Company do not agree that the action undertaken by the Company
cures the circumstances that gave rise to Good Reason, the Executive shall be
entitled to pursue the arbitration procedures set out in Section 13 of this
Agreement.  If the Executive’s claim in arbitration is ultimately
concluded in the Executive’s favor, the Executive shall retain the right to
receive the payments and benefits under this Agreement.  If, during
the two-year period following a Change in Control, the Company attempts to cure
the circumstances giving rise to Good Reason, the Company shall have the burden
of proof to establish that such circumstances have been cured.

       

      (iv) In the
event the Company notifies the Executive that it disagrees with the Executive’s
determination that the event specified in the Executive’s notice constitutes
Good Reason, the Executive may terminate [his/her] employment on the date
specified in the notice (or such earlier date as determined by the Chief
Executive Officer in his sole discretion or such later date as the Executive and
the Company may mutually agree in writing) or may elect to continue [his/her]
employment by so notifying the Company in writing.  In either event,
the Executive shall be entitled to pursue the arbitration procedures set out in
Section 13 of this Agreement.  If the Executive’s claim in arbitration
is ultimately concluded in the Executive’s favor, the Executive shall retain the
right to receive the payments and benefits under this Agreement.  If,
during the two-year period following a Change in Control, the Company disputes
the existence of Good Reason, the Company shall have the burden of proof to
establish that Good Reason does not exist.

       

      (v) Notwithstanding
the date on which the Executive’s termination occurs following the completion of
the steps set forth in this Section 6(g), so long as an event that constitutes
Good Reason occurs during the Term and the Executive delivers the written notice
of termination for Good Reason to the Company at any time prior to the
expiration of the Term, for purposes of the payments, benefits and other
entitlements set forth in this Section 6, the termination of the Executive’s
employment pursuant thereto shall be deemed to be a resignation for Good Reason
during the Term.

       

      (h) Conditional
Payments.  Subject to Section 7, any payments or benefits made
pursuant to this Section 6 will be subject to and conditioned upon the
Executive’s compliance with the provisions, restrictions and limitations of
Section 5 of this Agreement, but not otherwise subject to offset or
mitigation.  In addition, unless (i) effective on the date of
termination, the Executive resigns from all offices, directorships and fiduciary
positions with the Company and (ii) on or prior to the sixtieth (60th) day
following the date of termination, (A) the Executive or the Executive’s estate
(as applicable) shall have signed, and the Company shall have received, a
Release and Agreement releasing the Company, Related Companies, and their
respective directors, officers, employees and agents (“Released Parties”) from
any and all claims and liabilities, and promising to the fullest extent allowed
by law, never to sue any of the Released Parties (such Release and Agreement
shall be in the form set forth in Appendix III) and (B) such Release and
Agreement shall have become irrevocable, (x) no payment shall be paid or made
available to the Executive under Section 6(a)(i) or 6(b)(i), (y) no
unvested Equity Incentive shall become vested pursuant to Section 6(b)(iii) and
instead, all then unvested Equity Incentives shall be immediately forfeited, and
(z) (I) the Company shall be relieved of all obligations to make any further
payments, or provide or make available any Benefits, to the Executive pursuant
to Section 6(a)(iv) or 6(b)(iv) and (II) the Executive shall be required to
repay the Company, in cash, within five (5) business days after written demand
is made therefor by the Company, an amount equal to the value of any Benefits
received by the Executive pursuant to Section 6(a)(iv) or
6(b)(iv).

       

      7. Section
409A of the Code.  The provisions of
this Section 7 shall apply notwithstanding any provision in this Agreement to
the contrary.

       

      (a) Intent to Comply with
Section 409A of the Code.  It is intended that the provisions
of this Agreement comply with Section 409A of the Code, and all provisions of
this Agreement shall be construed and interpreted in a manner consistent with
the requirements for avoiding taxes or penalties under Section 409A of the
Code.

       

      (b) Six-Month Delay of Certain
Payments.  If, at the time of the Executive’s separation from
service (within the meaning of Section 409A of the Code), (i) the Executive
shall be a specified employee (within the meaning of Section 409A of the Code
and using the identification methodology selected by the Company from time to
time) and (ii) the Company shall make a good faith determination that an amount
payable under this Agreement or any other plan, policy, arrangement or agreement
of or with the Company or any Related Company (this Agreement and such other
plans, policies, arrangements and agreements, the “Company Plans”) constitutes
deferred compensation (within the meaning of Section 409A of the Code) the
payment of which is required to be delayed pursuant to the six (6)-month delay
rule set forth in Section 409A of the Code in order to avoid taxes or penalties
under Section 409A of the Code, then the Company (or a Related Company, as
applicable) shall not pay any such amount on the otherwise scheduled payment
date but shall instead accumulate such amount and pay it, without interest, on
the first day of the seventh (7th) month following such separation from
service.

       

      (c) Prohibition of
Offsets.  Except as permitted under Section 409A of the Code,
any deferred compensation (within the meaning of Section 409A of the Code)
payable to or for the benefit of the Executive under any Company Plan may not be
reduced by, or offset against, any amount owing by the Executive to the Company
or any Related Company.

       

      (d) Amendment of Deferred
Compensation Plans; Indemnification for Section 409A
Taxes.  From and after the Effective Date and for the remainder
of the Term, (i) the Company shall administer and operate this Agreement and any
“nonqualified deferred compensation plan” (as defined in Section 409A of the
Code) (and any other arrangement that could reasonably be expected to constitute
such a plan) in which the Executive participates and the Executive’s rights and
benefits hereunder and thereunder in compliance with Section 409A of the Code
and any rules, regulations or other guidance promulgated thereunder as in effect
from time to time, (ii) in the event that the Company determines that any
provision of this Agreement or any such plan or arrangement does not comply with
Section 409A of the Code or any such rules, regulations or guidance and that the
Executive may become subject to additional taxes and penalties under Section
409A of the Code (“Section 409A Tax”), the Company shall amend or modify such
provision to avoid the application of such Section 409A Tax but only to the
minimum extent necessary to avoid the application of such Section 409A Tax and
only to the extent that the Executive would not, as a result, suffer (A) any
reduction in the total present value of the amounts otherwise payable to the
Executive (determined without application of the Section 409A Tax), or the
benefits otherwise to be provided to the Executive, by the Company, (B) any
material increase in the risk of the Executive not receiving such amounts or
benefits which [he/she] would have received without the application of the
Section 409A Tax and any amendment pursuant to this Section 7 or (C) unless the
Executive otherwise expressly consents in writing, any significant reduction in
the Executive’s legal rights under this Agreement or any Company Plan, and (iii)
in the event that, notwithstanding the foregoing, the Executive is subject to a
Section 409A Tax with respect to any such provision, the Company shall indemnify
and hold the Executive harmless against all taxes (and any interest or penalties
imposed with respect to such taxes) imposed as a result of the Company’s failure
to comply with clause (i) of this Section 7(d).

       

      (e) Payment Schedules Relating
to Tax Indemnification.  Any amounts payable to the Executive
in respect of indemnification pursuant to Section 7(d) for the Section 409A Tax
(each, a “Section 409A Tax Adjustment Payment”) shall be paid to the Executive
as soon as practicable after the applicable liability is incurred, but in any
event not later than the last day of the calendar year after the calendar year
in which the Executive remits the applicable taxes, interest or penalties to the
applicable taxing authority, in accordance with Treas. Reg. Section
1.409A-3(i)(1)(v) or any successor thereto.  Furthermore, any amounts
that the Executive becomes entitled to receive in respect of costs and expenses
incurred in connection with a contest relating to Section 7(d) shall be paid to
the Executive as soon as practicable after the applicable cost is incurred, but
in any event not later than the later of (i) the last day of the calendar year
after the calendar year in which the Executive remits the underlying taxes to
the applicable taxing authority and (ii) the last day of the calendar year after
the calendar year in which the applicable contest is concluded.

       

      (i) Notice.  The Executive shall
notify the Company in writing of any written claim by the IRS that, if
successful, would require the payment by the Company of a Section 409A Tax
Adjustment Payment or the recalculation of a Section 409A Tax Adjustment
Payment.  The notification shall apprise the Company of the nature of
such claim, including (A) a copy of the written claim from the IRS, (B) the
identification of the element of compensation and/or benefit that is the subject
of such IRS claim, and (C) the date on which such claim is requested to be
paid.  Such notification shall be given as soon as practicable, but no
later than ten (10) business days after the Executive actually receives notice
in writing of such claim.  The failure of the Executive to properly
notify the Company of the IRS claim (or to provide any required information with
respect thereto) shall not affect any rights granted to the Executive under this
Section 7, except to the extent that the Company is materially prejudiced in the
challenge to such claim as a direct result of such failure.

       

      (ii) Payment.  Within
ten (10) business days following receipt of such written notification by the
Executive of such IRS claim, the Company shall pay to the Executive a Section
409A Tax Adjustment Payment, or the excess of a recalculated Section 409A Tax
Adjustment Payment over the initial Section 409A Tax Adjustment Payment, as
applicable, related to the element of compensation and/or benefit which is the
subject of the IRS claim.  Within ten (10) business days following
such payment to the Executive, the Executive shall provide to the Company
written evidence that [he/she] has paid the claim to the IRS (the United States
Treasury).

       

      (iii) Contest.  If
the Company notifies the Executive in writing, within sixty (60) business days
following receipt from the Executive of notification of the IRS claim, that it
desires to contest such claim, the Executive shall:

       

      (A) Give the
Company any information reasonably requested by the Company relating to such
claim;

       

       

       

      (B) Take such
action in connection with contesting such claim as the Company shall reasonably
request in writing from time to time including, without limitation, accepting
legal representation with respect to such claim by an attorney selected by the
Company and reasonably acceptable to the Executive;

       

      (C) Cooperate
with the Company in good faith in order to effectively contest such claim;
and

       

      (D) Permit
the Company to participate in any proceedings relating to such claim if the
Company elects not to assume and control the defense of such claim;

       

      provided, however, that the
Company shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest and shall
indemnify and hold harmless the Executive, on an after-tax basis, for any
Section 409A Tax and Income Taxes (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses.  Without limitation on the foregoing provisions of this
Section 7, the Company shall have the right, at its sole option, to assume the
control of all proceedings in connection with such contest, in which case it may
pursue or forego any and all administrative appeals, proceedings, hearings, and
conferences with the taxing authority in respect of such claim, and may direct
the Executive to sue for a refund or contest the claim in any permissible
manner.  The Executive agrees to prosecute such contest, as directed
by the Company, to a determination before any administrative tribunal, in a
court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; and provided further,
however, that
(A) if the Company directs the Executive to pay such claim and sue for a refund,
the Company shall advance the amount of such payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Section 409A Tax or Income Taxes (including interest
or penalties) imposed with respect to such advance or with respect to any
imputed income in connection with such advance and (B) any extension of the
statute of limitations relating to payment of tax for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount.  Furthermore, the Company’s
rights to assume the control of the contest shall be limited to issues with
respect to which a Section 409A Tax Adjustment Payment would be payable
hereunder, and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the IRS or any other taxing
authority.  To the extent that the contest of the IRS claim is
successful, the Section 409A Tax Adjustment Payment related to the element of
compensation and/or benefit that was the subject of the claim shall be
recalculated in accordance with the provisions of this Section
7(e).

       

      (f) Designation of Installments
as Separate Payments.  For purposes of Section 409A of the
Code, each installment payment to the Executive provided for in this Agreement
or any Company Plan shall be deemed to be a “separate payment” within the
meaning of Treas. Reg. Section 1.409A-2(b)(iii) or any successor
thereto.

       

      (g) Timing of Reimbursement
Payments and Other Benefits.  Except as specifically permitted
by Section 409A of the Code, the benefits and reimbursements, including for
legal fees, provided to the Executive under this Agreement and any Company Plan
during any calendar year shall not affect the benefits and reimbursements to be
provided to the Executive under the relevant section of this Agreement or
Company Plan in any other calendar year and the right to such benefits and
reimbursements cannot be liquidated or exchanged for any other benefit, in
accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor
thereto.  Furthermore, reimbursement payments shall be made to the
Executive as promptly as practicable following the date that the applicable
expense is incurred, but in any event not later than the last day of the
calendar year following the calendar year in which the underlying fee, cost or
expense is incurred.

       

      8. Legal
Fees.  In the event that
it shall be necessary or desirable for the Executive to retain legal counsel or
incur other costs and expenses in connection with enforcement of the Executive’s
rights under this Agreement, the Company shall pay (or the Executive shall be
entitled to recover from the Company, as the case may be) [his/her] reasonable
attorneys’ fees and cost and expenses incurred prior to the tenth anniversary of
the expiration of the Term in connection with enforcement of [his/her] rights
(including the enforcement of any arbitration award in court), (a) if the
action relates to the Executive’s employment with the Company or a Related
Company during a period ending prior to a Change in Control, only if a final
decision in connection with a material issue of the litigation (or arbitration)
is issued in the Executive’s favor by an arbitrator or a court of competent
jurisdiction, and (b) if the action relates to the Executive’s employment
with the Company or a Related Company during a period following a Change in
Control or during a period that both precedes and follows a Change in Control,
regardless of the final outcome, unless, in the case of this clause (b), the
arbitrator or court shall determine that under the circumstances recovery by the
Executive of all or a part of any such fees and costs and expenses would be
unjust.

       

      9. Indemnification.  The Executive
shall be entitled to indemnification by the Company under the Indemnification
Terms and Conditions described in Appendix IV to this Agreement.

       

      10. Excise
Tax.  In the event that
it is determined (by the reasonable computation by an independent accounting or
consulting firm chosen by the Company (the “Firm”), which determination shall be
certified by the Firm and set forth in a certificate delivered to the Executive)
that the aggregate amount of the payments, distributions, benefits and
entitlements of any type paid or provided to the Executive under the terms of
this Agreement or under any other plan, program, policy, or other arrangement,
either alone or in combination with other elements of compensation and benefits
paid or provided to the Executive (including any payment, distribution, benefit
or entitlement made by any person or entity effecting a Change in Control), in
each case, that could be considered “parachute payments” within the meaning of
Section 280G of the Code (such payments, the “Parachute Payments”) that, but for
this Section 10 would be payable to the Executive, exceeds the greatest amount
of Parachute Payments that could be paid to the Executive without giving rise to
any liability for any excise tax imposed by Section 4999 of the Code (or any
successor provision thereto) or any similar tax imposed by state or local law,
or any interest or penalties with respect to such tax (such tax or taxes,
together with any such interest or penalties, being hereafter collectively
referred to as the “Excise Tax”), then the aggregate amount of Parachute
Payments payable to the Executive shall not exceed the amount which produces the
greatest after-tax benefit to the Executive after taking into account any Excise
Tax to be payable by the Executive.  For the avoidance of doubt, this
provision will reduce the amount of Parachute Payments otherwise payable to the
Executive, if doing so would place the Executive in a better net after-tax
economic position as compared with not doing so (taking into account the Excise
Tax payable in respect of such Parachute Payments).  The Executive
shall be permitted to provide to the Company written notice specifying which of
the Parachute Payments will be subject to reduction or elimination; provided,
however, that to the extent that the Executive’s ability to exercise such
authority would cause any Parachute Payment to become subject to any Section
409A Tax, or if the Executive does not provide the Company with any such written
notice, the Company shall reduce or eliminate the Parachute Payments by first
reducing or eliminating the portion of the Parachute Payments that are payable
in cash and then by reducing or eliminating the non-cash portion of the
Parachute Payments, in each case in reverse order beginning with payments or
benefits which are to be paid the furthest in time from the date of the Firm’s
determination.  Except as set forth in the preceding sentence, any
notice given by the Executive pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement
governing the Executive’s rights and entitlements to any benefits or
compensation.

       

      11. Wage
Withholding and Reporting.  All taxable
payments, reimbursements, benefits, and other amounts payable or provided by the
Company pursuant to this Agreement shall be subject to applicable wage
withholding of Income Taxes and shall be reported on IRS Form W-2.

       

      12. [Reserved]

       

      13. Dispute
Resolution.  Except as
otherwise provided by Section 5(e) (Remedies) above, any controversy or claim
arising out of or relating to this Agreement (or the breach thereof) shall be
settled by arbitration in the City of Chicago in accordance with the laws of the
State of Illinois by one arbitrator.  The arbitrator shall be
appointed pursuant to Rule 11 of the American Arbitration Association’s
Commercial Arbitration Rules, amended and effective September 15,
2005.  The arbitration shall be conducted in accordance with the rules
of the American Arbitration Association, Commercial Arbitration
Rules.  Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.

       

      14. Termination
Provisions.  The Term shall
automatically terminate upon the Executive’s attainment of age 65, and may be
terminated at any time by the Company upon six (6) month’s advance written
notice to the Executive; provided, however, that if a Change in Control occurs
prior to the expiration of the Term, the Term shall not terminate prior to the
second (2nd)
anniversary of the date on which the Change in Control occurs.

       

      15. Company’s
Reservation of Rights.  The Company
reserves the right to discontinue or modify its compensation, incentive,
benefit, and perquisite plans, programs, and practices at any time and from time
to time.  Moreover, the brief summaries contained herein are subject
to the terms of such plans, programs, and practices.  For purposes of
any and all employee benefit plans, the definition of compensation is as stated
in such plans.  The severance benefits payable under Section 6 of this
Agreement are in lieu of all other severance benefits which the Executive would
otherwise be entitled to receive from the Company and any Related Company,
except as may otherwise be provided in a written agreement specifically
referencing this Section 15.  The Executive acknowledges and agrees
that the severance benefits to which the Executive may become entitled under
this Agreement are in excess of those which the Executive would be entitled to
under the Company’s otherwise applicable severance pay plans, and that the
Company is agreeing to provide such severance benefits in consideration for the
Executive’s agreement to the terms and conditions of Section 5 of this
Agreement.

       

      16. Entire
Agreement; Amendments.
This Agreement represents the entire agreement between the Executive and
the Company in respect of the subject matter contained herein and supersedes all
prior agreements, promises, covenants, arrangements, communications,
representations, or warranties, whether oral or written, by any officer,
executive, or representative of any party hereto.  Except as
specifically provided in Section 7, no amendments or modifications to this
Agreement may be made except in writing signed by the Company (as authorized by
the Board or the Committee) and the Executive.

       

      17. Survivorship.  The respective
rights and obligations of the parties hereunder shall survive the expiration of
the Term and any termination of the Executive’s employment to the extent
necessary to the intended preservation of such rights and
obligations.

       

      18. Notices.  Any notice and
all other communications provided for in this Agreement to be given to a party
shall be in writing and shall be deemed to have been duly given when delivered
in person or two (2) business days after being placed in the United States mails
by certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the party concerned at the address indicated below or to such
changed address as such party may subsequently furnish to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt:

       

      
        	
                 
      

              	
                If
      to the Company:

                    Brunswick
      Corporation

                    1 N. Field
      Court

                    Lake Forest,
      IL  60045 

                    Attn: Chief Human Resources
      Officer

              


      

      
        	
                 

              	
                 

              


      

      
        	
                 

              	
                    

              


      

       

      
        	
                 
      

              	
                If
      to the Executive:

                    at the last
      address filed with the Company

              


      

      
        	
                 
      

              	
                 
  

              


      

       

      19. Severability.  The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this
Agreement.  If any provision of this Agreement shall be held invalid
or unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with
law.  In furtherance and not in limitation of the foregoing, should
the duration or geographical extent of, or business activities covered by, any
provision of this Agreement be in excess of that which is valid and enforceable
under applicable law, then such provision shall be construed to cover only that
duration, extent, or activities which may be validly enforced.

       

      20. Headings.  Headings to
Sections hereof are for convenience of reference only and shall not be construed
to alter or affect the meaning of any provision of this Agreement.

       

      21. Injunctive
Relief.  If there is a
breach or threatened breach of the provisions of this Agreement, the
non-breaching party shall be entitled to an injunction restraining the breaching
party from such breach.  Nothing herein shall be construed as
prohibiting either party from pursuing any other remedies for a breach or
threatened breach of this Agreement.

       

      22. No
Assignment or Attachment.  Except as
required by law, no right to receive payments under this Agreement shall be
subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
charge, pledge, or hypothecation, or to execution, attachment, levy, or similar
process or assignment by operation of law, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void, and of no effect;
provided, however, that nothing
in this Section 22 shall preclude the assumption of such rights by executors,
administrators, or other legal representatives of the Executive or [his/her]
estate and their assigning any rights hereunder to the person or persons
entitled thereto; and provided further,
however, that
the Company may not assign this Agreement except in connection with an
assignment or disposition of all or substantially all of the assets or stock of
the Company or the division, subsidiary, or business unit for which the
Executive is providing services under this Agreement or by law as a result of a
merger or consolidation.

       

      23. Successors,
Assumption of Contract.  This Agreement
shall be binding upon and inure to the benefit of the Company and any successor
of the Company.  The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no succession had
taken place.  As used in this Agreement, except for purposes of
Section 5(a), the term “Company” shall mean the Company as hereinbefore defined
and any successor of the Company and any permitted assignee to which this
Agreement is assigned.

       

      24. Work For
Hire Acknowledgment; Assignment.  The Executive
acknowledges that all of the Executive’s work on and contributions to the
Company’s products (the “Products”) including, without limitation, any and all
patterns, designs, and other expressions in any tangible medium (collectively,
the “Works”) are within the scope of the Executive’s employment and are a part
of the services, duties, and responsibilities of the Executive.  All
of the Executive’s work on and contributions to the Works will be rendered and
made by the Executive for, at the instigation of, and under the overall
direction of, the Company, and all of the Executive’s said work and
contributions, as well as the Works, are and at all times shall be regarded as
“work made for hire” as that term is used in the United States copyright
laws.  Without curtailing or limiting this acknowledgment, the
Executive hereby assigns, grants, and delivers exclusively to the Company, as to
work on and contribution to the Products pursuant hereto, all rights, titles,
and renewals.  The Executive will execute and deliver to the Company,
or its successors and assigns, such other and further assignments, instruments,
and documents as it from time to time reasonably may request for the purpose of
establishing, evidencing, and enforcing or defending its complete, exclusive,
perpetual, and worldwide ownership of all rights, titles, and interests of every
kind and nature whatsoever, including all copyrights, in and to the
Works.  The Executive hereby constitutes and appoints the Company as
[his/her] agent and attorney-in-fact, with full power of substitution, to
execute and deliver said assignments, instruments, or documents as the Executive
may fail or refuse to execute and deliver, this power and agency being coupled
with an interest and being irrevocable.

       

      25. Governing
Law.  The validity,
interpretation, construction, and performance of this Agreement shall be
governed by the laws of the State of Illinois, without regard to its choice of
laws provisions, for contracts made and to be performed wholly in such state;
provided, however, the rights
of the Executive to indemnification under Section 9 shall be governed by the
laws of the State of Delaware.

       

      26. Termination
of Initial Agreement.  From and after
the Effective Date, this Agreement shall supersede any other employment
agreement, severance agreement, indemnification agreement and change of control
agreement between the parties.

       

      27. Counterparts.  This Agreement
may be executed in two (2) or more counterparts, any one of which shall be
deemed the original without reference to the others.

       


      
        
           


        

        
           


        

      


      IN
WITNESS THEREOF, the Executive has hereunto set [his/her] hand and the Company
has caused these presents to be executed in its name and on its behalf, and its
corporate seal to be hereunto affixed, all as of the Effective
Date.

       

      


      
        	
                Executive

              	
                Brunswick
      Corporation

              
	 
      	 
      
	
                By:
      ___________________

                 

              	
                By:­ 
      ____________________

                Dustan
      E. McCoy

                Chief
      Executive Officer

              


      

      


       

       

      
         

        
           


          
          

        

        
           


          
            Appendix
I

          

        

      


      Definitions.

       

      
        	
                1.  

              	
                “Annual Bonus”
      shall have the meaning set forth in Section 4(b) of this
      Agreement.

              


      

       

      
        	
                2.  

              	
                “Brunswick”
      shall mean the Company.

              


      

       

      
        	
                3.  

              	
                “Base Salary”
      shall have the meaning set forth in Section 4(a) of this
      Agreement.

              


      

       

      
        	
                4.  

              	
                “Benefits” shall
      have the meaning set forth in Section 6(a)(iv) of this
      Agreement.

              


      

       

      
        	
                5.  

              	
                “Board” shall
      mean the Board of Directors of the
Company.

              


      

       

      
        	
                6.  

              	
                “BPP” shall have
      the meaning set forth in Section 4(b) of this
  Agreement.

              


      

       

      
        	
                7.  

              	
                “Business Relocation
      Beyond a Reasonable Commuting Distance” shall mean that, as a
      result of either a relocation of the Company or a reassignment of the
      Executive, a change occurs in the Executive’s principal work location to a
      location that (i) is more than fifty (50) highway miles from the
      Executive’s principal work location immediately prior to the relocation,
      and (ii) increases the Executive’s commuting distance in highway
      mileage.

              


      

       

      
        	
                8.  

              	
                “Cause” shall
      mean the Executive’s:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Conviction
      of a crime, including by a plea of guilty or nolo contendere,
      involving theft, fraud, perjury, or moral
  turpitude;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Intentional
      or grossly negligent disclosure of confidential or trade secret
      information of the Company or a Related Company to anyone not entitled to
      such information;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Willful
      omission or dereliction of any statutory or common law duty of loyalty to
      the Company or a Related Company;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                A
      willful and material violation of the Company’s Code of Conduct or any
      other written Company policy; or

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Repeated
      failure to carry out the material components of the Executive’s duties
      despite specific written notice to do so by the Chief Executive Officer,
      other than any such failure as a result of incapacity due to physical or
      mutual illness.

              


      

       

      
        	
                9.  

              	
                “Change In
      Control” shall mean the happening of any of the following
      events:

              


      

       

      
        	
                (a)  

              	
                Any
      individual, entity, or group (within the meaning of Sections 13(d)(3) or
      14(d)(2) of the Exchange Act) (an “Entity”) becomes the beneficial owner
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
      25% or more of either (A) the outstanding shares of common stock of the
      Company (the “Outstanding Company Common Stock”), or (B) the combined
      voting power of the outstanding voting securities of the Company entitled
      to vote generally in the election of directors (the “Outstanding Company
      Voting Securities”); excluding, however, the following: (1) any
      acquisition by the Company or any subsidiary, (2) any acquisition by any
      employee benefit plan (or related trust) sponsored or maintained by the
      Company or any corporation controlled by, or under common control with,
      the Company, (3) any acquisition by an underwriter temporarily holding
      such Outstanding Company Common Stock or Outstanding Company Voting
      Securities pursuant to an offering of such securities or (4) any
      acquisition by any corporation pursuant to a transaction which complies
      with clauses (A), (B), and (C) of paragraph (c) of this
      definition;

              


      

       

      
        	
                (b)  

              	
                Individuals
      who, as of the date hereof, constitute the Board (the “Incumbent Board”)
      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
      50% 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 an Entity other than the
Board;

              


      

       

      
        	
                (c)  

              	
                Consummation
      of a transaction involving (i) a merger, reorganization or consolidation
      of the Company or any direct or indirect subsidiary of the Company, or
      (ii) a sale or other disposition of all or substantially all of the assets
      of the Company (each, a “Corporate Transaction”); excluding, however, such
      a Corporate Transaction pursuant to which (A) all or substantially all of
      the individuals and entities who are the beneficial owners, respectively,
      of the Outstanding Company Common Stock and Outstanding Company Voting
      Securities immediately prior to such Corporate Transaction will
      beneficially own, directly or indirectly, more than sixty percent (60%)
      of, respectively, the outstanding shares of common stock, and the combined
      voting power of the then-outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such Corporate Transaction (including, without
      limitation, a corporation or other person which as a result of such
      transaction owns the Company or all or substantially all of the Company’s
      assets either directly or through one or more subsidiaries) (each, a
      “Continuing Company”) in substantially the same proportions as their
      ownership, immediately prior to such Corporate Transaction, of the
      Outstanding Company Common Stock and Outstanding Company Voting
      Securities, as the case may be (excluding any outstanding voting
      securities of the Continuing Company that such beneficial owners hold
      immediately following the consummation of the Corporate Transaction as a
      result of their ownership prior to such consummation of voting securities
      of any corporation or other entity involved in or forming part of the
      Continuing Company, other than the Company or one of its subsidiaries),
      (B) no Entity (other than the Company, any employee benefit plan (or
      related trust) of the Company, or the Continuing Company will beneficially
      own, directly or indirectly, twenty-five percent (25%) or more of,
      respectively, the outstanding shares of common stock of the Continuing
      Company or the combined voting power of the outstanding voting securities
      of the Continuing Company entitled to vote generally in the election of
      directors, unless such ownership resulted solely from ownership of
      securities of the Company prior to the Corporate Transaction, and (C)
      individuals who were members of the Incumbent Board will, immediately
      after the consummation of the Corporate Transaction, constitute at least a
      majority of the members of the board of directors of the Continuing
      Company; or

              


      

       

      
        	
                (d)  

              	
                The
      approval by the stockholders of the Company of a complete liquidation or
      dissolution of the Company. 

              


      

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

      
        	
                10.  

              	
                “Chief Executive
      Officer” shall mean the chief executive officer of the
      Company.

              


      

       

      
        	
                11.  

              	
                “COBRA” shall
      mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended.

              


      

       

      
        	
                12.  

              	
                “Code” shall
      mean the Internal Revenue Code of 1986, as amended, and the regulations
      thereunder as in effect from time to
time.

              


      

       

      
        	
                13.  

              	
                “Committee”
      shall mean the Human Resources and Compensation Committee of the
      Board.

              


      

       

      
        	
                14.  

              	
                “Company” shall
      mean Brunswick Corporation, a Delaware
  corporation.

              


      

       

      
        	
                15.  

              	
                “Competitive
      Activity” shall have the meaning set forth in Section 5(a)(i) of
      this Agreement.

              


      

       

      
        	
                16.  

              	
                “Confidential
      Information” shall have the meaning set forth in Section 5(b)(iii)
      of this Agreement.

              


      

       

      
        	
                17.  

              	
                “Effective Date”
      shall have the meaning set forth in the Preamble of the
      Agreement.

              


      

       

      
        	
                18.  

              	
                “Eligible
      Dependents” shall have the meaning set forth in Section 6(a)(iv) of
      this Agreement.

              


      

       

      
        	
                19.  

              	
                “Equity
      Incentives” shall have the meaning set forth in Section 6(a)(iii)
      of this Agreement.

              


      

       

      
        	
                20.  

              	
                “Exchange Act”
      shall mean the Securities Exchange Act of 1934, as
  amended.

              


      

       

      
        	
                21.  

              	
                “Excise Tax”
      shall have the meaning set forth in Section 10 of this
      Agreement.

              


      

       

      
        	
                22.  

              	
                “Executive”
      shall mean the individual identified in the Preamble to this
      Agreement.

              


      

       

      
        	
                23.  

              	
                “Firm” shall
      have the meaning set forth in Section 10 of this
  Agreement.

              


      

       

      
        	
                24.  

              	
                “Good Reason”
      shall mean the occurrence of any of the following events without the
      Executive’s express written
consent:

              


      

       

      
        	
                (a)  

              	
                A
      material breach by the Company of any provision of this Agreement
      including, without limitation, the Company’s failure to pay any portion of
      Executive’s compensation when due or to include Executive in any bonus or
      incentive plan that applies to similarly situated senior executives of the
      Company;

              


      

       

      
        	
                (b)  

              	
                The
      Company’s failure to provide, or continue to provide, Executive with
      either the perquisites or employee health and welfare benefits (including,
      without limitation, life insurance, medical, dental, vision, long-term
      disability and similar benefits), generally provided to similarly situated
      senior executives of the Company;

              


      

       

      
        	
                (c)  

              	
                A
      Reduction in Authority or Responsibility of the
  Executive;

              


      

       

      
        	
                (d)  

              	
                A
      Reduction in Compensation;

              


      

       

      
        	
                (e)  

              	
                A
      Business Relocation Beyond a Reasonable Commuting Distance;
      and

              


      

       

      
        	
                (f)  

              	
                Following
      a Change in Control, the Company’s failure to obtain a satisfactory
      agreement from any successor to assume and agree to abide by terms of this
      Agreement.

              


      

       

      Whether a
Reduction in Authority or Responsibility of the Executive has occurred shall be
determined in accordance with the criteria set forth below in the definition of
Reduction in Authority or Responsibility; provided, however, that (A) a
change in the Executive’s reporting relationship to another executive who is
within the same reporting level (as that term is used in the Company’s
Delegation of Authority Policy or any successor policy); or (B) a reduction in
the Executive’s business unit’s budget or a reduction in the Executive’s
business unit’s head count or number of direct reports, by themselves, shall not
constitute Good Reason.

       

      
        	
                25.  

              	
                “Income Taxes”
      shall mean any tax on personal income (including any employment and
      payroll tax) that is levied by the federal government of the United States
      or any by any state or local government within the United States or any
      foreign government.

              


      

       

      
        	
                26.  

              	
                “Incentive Plan”
      shall have the meaning set forth in Section 4(d) of this
      Agreement.

              


      

       

      
        	
                27.  

              	
                “IRS” shall mean
      the Internal Revenue Service.

              


      

       

      
        	
                28.  

              	
                “Long-Term
      Disability” shall mean the Executive’s mental or physical condition
      which would render the Executive eligible to receive disability benefits
      under the Company’s long-term disability plan then in
    effect.

              


      

       

      
        	
                29.  

              	
                “Parachute
      Payments” shall have the meaning set forth in Section 10 of this
      Agreement.

              


      

       

      
        	
                30.  

              	
                “Proceeding”
      shall have the meaning set forth in Section 5(c) of this
      Agreement.

              


      

       

      
        	
                31.  

              	
                “Products” shall
      have the meaning set forth in Section 24 of this
  Agreement.

              


      

       

      
        	
                32.  

              	
                “Rate of
      Compensation” shall mean the sum of the Executive’s Base Salary and
      Target Annual Bonus as of the date of
  termination.

              


      

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

      
        	
                33.  

              	
                “Reduction in Authority
      or Responsibility” shall mean, during the Term, (i) the assignment
      to the Executive, during the two-year period after a Change in Control, of
      any duties that are materially inconsistent in any respect with the
      Executive’s position (which may include status, offices, titles, and
      reporting requirements), authority, duties, or responsibilities as in
      effect immediately prior to such assignment, or (ii) prior to a Change in
      Control or after the second anniversary of a Change in Control, a material
      diminution in the Executive’s authority, duties, or responsibilities,
      excluding for this purpose (A) an isolated, insubstantial, and inadvertent
      action taken in good faith and which is remedied by the Company promptly
      after receipt of notice thereof given by the Executive, or (B) any
      temporary Reduction in Authority or Responsibility while the Executive is
      absent from active service on any approved disability, or other approved
      leave of absence.

              


      

       

      
        	
                 
      

              	
                It
      is intended by this definition that a Change in Control by itself, absent
      a Reduction in Authority or Responsibility as described above, will not
      constitute Good Reason.

              


      

       

      
        	
                34.  

              	
                “Reduction in
      Compensation” shall mean (A) if within two (2) years following a
      Change in Control, (i) a reduction in the Executive’s “Total Annual
      Compensation” (defined as the sum of the Executive’s Base Salary and
      Target Annual Bonus) for any calendar or fiscal year, as applicable, to an
      amount that is less than the Executive’s Total Annual Compensation in
      effect immediately prior to such reduction (“Compensation Reduction”),
      (ii) the elimination of any Company incentive compensation plan in which
      Executive is a participant (including, without limitation, BPP and the
      Incentive Plan) without the adoption of a substantially comparable
      replacement plan (“Compensation Plan Elimination”), or (iii) the failure
      to provide the Executive with equity compensation opportunities or
      long-term cash incentive compensation opportunities that have a value that
      is substantially comparable to the value of the equity compensation
      opportunities provided to the Executive immediately prior to the Change in
      Control; or (B) if other than within two (2) years following a Change in
      Control, a Compensation Reduction, a Compensation Plan Elimination or a
      reduction in equity compensation opportunities that is not applicable to
      all similarly situated senior executives of the
  Company.

              


      

       

      
        	
                35.  

              	
                “Related
      Company” shall mean any subsidiary or affiliate of the
      Company.

              


      

       

      
        	
                36.  

              	
                “Release Effective
      Date” shall have the meaning set forth in Section 6(a)(i) of this
      Agreement.

              


      

       

      
        	
                37.  

              	
                “Released
      Parties” shall have the meaning set forth in Section 6(h) of this
      Agreement.

              


      

       

      
        	
                38.  

              	
                “Restoration
      Plan” shall mean the Brunswick Restoration Plan, as amended from
      time to time.

              


      

       

      
        	
                39.  

              	
                “Section 409A
      Tax” shall have the meaning set forth in Section 7 of this
      Agreement.

              


      

       

      
        	
                40.  

              	
                “Section 409A Tax
      Adjustment Payment” shall have the meaning set forth in Section 7
      of this Agreement.

              


      

       

      
        	
                41.  

              	
                “Target Annual
      Bonus” shall have the meaning set forth in Section 4(b) of this
      Agreement.

              


      

       

      
        	
                42.  

              	
                “Term” shall
      have the meaning set forth in Section 3 of this
  Agreement.

              


      

       

      
        	
                43.  

              	
                “Total Change in
      Control Payment” shall have the meaning set forth in Section
      6(b)(i) of this Agreement.

              


      

       

      
        	
                44.  

              	
                “Total Severance
      Payment” shall have the meaning set forth in Section 6(a)(i)
      of this Agreement.

              


      

       

      
        	
                45.  

              	
                “Works” shall
      have the meaning set forth in Section 24 of this
  Agreement.

              


      

       

      
        
          
          

        

        
          
          

        

        
          
          

        

      

Appendix
II

       

      Changes
to Base Salary, 

      BPP
Awards,

      And
Equity Incentives Awards

       

       

      
        
          
          

        

        
          
          

          
          

        

        
          
          

        

      

      Appendix
III


      GENERAL
RELEASE

       

      
        	
                1.

              	
                I,
      [ ], for and in consideration of certain payments to be made and the
      benefits to be provided to me under the Terms and Conditions of
      Employment, dated _____________, (the “Agreement”) with Brunswick
      Corporation (the “Company”), and conditioned upon such payments and
      provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company
      and each of its part, present and future subsidiaries and affiliates,
      their past, present and future officers, directors, shareholders,
      partners, distributees, owners, trustees, representatives, employees and
      agents, their respective successors and assigns, heirs, executors and
      administrators (hereinafter collectively included within the term the
      “Company”), acting in any capacity whatsoever, of and from any and all
      manner of actions and causes of action, suits, debts, claims, charges,
      complaints, grievances, liabilities, obligations, promises, agreements,
      controversies, damages, demands, rights, costs, losses, debts and expenses
      of any nature whatsoever, in law or in equity, which I ever had, now have,
      or hereafter may have, or which my heirs, executors or administrators
      hereafter may have, by reason of any matter, cause or thing whatsoever
      from the beginning of my employment with Brunswick Corporation, to the
      date of these presents arising from or relating in any way to my
      employment relationship, and the terms, conditions and benefits payments
      resulting therefrom, and the termination of my employment relationship
      with Brunswick Corporation, including but not limited to, any claims which
      have been asserted, could have been asserted, or could be asserted now or
      in the future under any federal, state or local law, statute, rule,
      ordinance, regulation, or the common law, including, but not limited to,
      claims or rights arising under the Age Discrimination in Employment Act,
      29 U.S.C. § 621 et seq., as
      amended, the Americans With Disabilities Act, 42 U.S.C. 12101 et seq., Title VII
      of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., as
      amended, any contracts between the Company and me and my common law claims
      now or hereafter recognized and all claims for counsel fees and costs;
      provided, however, that this General Release shall not apply to (i) any
      entitlements under the terms of the Agreement; (ii) my right to be
      indemnified by the Company, pursuant to the bylaws of the Company, for any
      liability, cost or expense for which I would have been indemnified for
      actions taken on behalf of the Company during the term and within the
      scope of my employment by the Company; or (iii) any right I may have to
      challenge that I entered into this General Release knowingly and
      voluntarily.

              


      

       

      
        	
                2.

              	
                Subject
      to the limitations of paragraph 1 above, I expressly waive all rights
      afforded by any statute which expressly limits the effect of a release
      with respect to unknown claims.  I understand the significance
      of this release of unknown claims and the waiver of statutory protection
      against a release of unknown
claims.

              


      

       

      
        	
                3.

              	
                I
      agree and covenant that neither I, nor any person, organization, or other
      entity acting on my behalf, has filed in any forum a charge, claim, suit,
      or cause of action against the Company or its subsidiaries or affiliates
      relating in any way to my employment relationship with the Company, or the
      termination thereof.  I further agree and acknowledge that the
      separation pay and benefits the Company is providing to me pursuant to the
      Agreement shall be the sole relief provided to me for the claims that are
      released by me in this General Release and that I will not be entitled to
      recover and agree to waive any monetary benefits or recovery against the
      Company or its subsidiaries or affiliates in connection with any
      proceeding, claim, or charge without regard to who has brought such
      proceeding, claim, or charge.

              


      

       

      
        	
                4.

              	
                I
      hereby agree and recognize that my employment by the Company was
      permanently and irrevocably severed on _______________, and the Company
      has no obligation, contractual or otherwise to me to hire, rehire or
      re-employ me in the future.  I acknowledge that the terms of the
      Agreement provide me with payments and benefits which are in addition to
      any amounts to which I otherwise would have been
  entitled.

              


      

       

      
        	
                5.

              	
                I
      hereby agree and acknowledge that the payments and benefits provided by
      the Company are to bring about an amicable resolution of my employment
      arrangements and are not to be construed as an admission of any violation
      of any federal, state or local law, statute, rule, ordinance, regulation
      or the common law, or of any duty owed by the Company and that the
      Agreement and this General Release are made voluntarily to provide an
      amicable resolution of my employment relationship with the Company and the
      termination of the Agreement.

              


      

       

      
        	
                6.

              	
                I
      hereby certify that I have read the terms of this General Release, that I
      have been advised by the Company to discuss it with my attorney, and that
      I understand its terms and effects.  I acknowledge, further,
      that I am executing this General Release of my own volition with a full
      understanding of its terms and effects and with the intention of releasing
      all claims recited herein in exchange for the consideration described in
      the Agreement, which I acknowledge is adequate and satisfactory to
      me.  None of the above-named parties, nor their agents,
      representatives, or attorneys have made any representations to me
      concerning the terms or effects of this General Release other than those
      contained herein.

              


      

       

      
        	
                7.

              	
                I
      hereby acknowledge that I have been informed that I have the right to
      consider this General Release for a period of 21 days prior to
      execution.  I also understand that I have the right to revoke
      this General Release for a period of seven days following execution by
      giving written notice to the Company at 1 N. Field Ct., Lake Forest, IL
      60045-4811, Attention: Vice President, General Counsel and
      Secretary.

              


      

       

      
        	
                8.

              	
                I
      hereby acknowledge that the provisions of Sections , and of the Agreement
      shall continue in full force and effect for the balance of the time
      periods provided therein and that I will abide by and fully perform such
      obligations.

              


      

       

      Intending
to be legally bound hereby, I execute the foregoing General Release this _____
day of ________________, 20___.

       

      


      Witness

       

      
        
          
          

        

        
          
          

        

        Appendix IV


      

       

      INDEMNIFICATION TERMS AND
CONDITIONS

       

      Brunswick
Corporation (the “Corporation”) shall indemnify Executive (hereinafter,
“Indemnitee”) against expenses and costs incurred by Indemnitee in connection
with any claims, suits or proceedings arising from [his/her] service to the
Corporation, to the fullest extent that is lawful in accordance with the
following terms and conditions:

       

      1.           Acts and Omissions Covered
By This Agreement.  The Corporation’s agreement to indemnify
Indemnitee (“Agreement”) shall cover any act or omission by an Indemnitee which
(i) occurs or is alleged to have occurred by reason of [his/her] being or having
been an officer or a director, (ii) occurs or is alleged to have occurred
before, during or after the time when the Indemnitee served as an officer or a
director and (iii) gives rise to, or is the direct or indirect subject of a
claim in any threatened, pending or completed action, suit or proceeding at any
time or times whether during or after [his/her] service as an officer or
director.

       

      2.           Indemnity.

       

      
        	
                 
      

              	
                (a)

              	
                The
      Corporation hereby agrees to indemnify, and keep indemnified in accordance
      with, and to the fullest extent permitted by the Corporation’s charter and
      that is lawful, and regardless of any by-law provision to the contrary,
      Indemnitee, from and against any expenses (including attorney’s fees),
      judgments, fines, taxes, penalties and amounts paid in settlement actually
      and reasonably incurred by Indemnitee in connection with any threatened,
      pending or completed action, suit or proceeding, whether civil, criminal,
      administrative or investigative, by reason of the fact that [he/she] is or
      was an officer or a director of the Corporation or is or was serving at
      the request of the Corporation as a director, officer, employee or agent
      of another corporation, partnership, joint venture, trust or other
      enterprise and whether or not such action is by or in the right of the
      Corporation or that other corporation, partnership, joint venture, trust
      or other enterprise with respect to which the Indemnitee serves or has
      served.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Despite
      anything to the contrary in subsection (a), the Corporation agrees to
      indemnify Indemnitee in a suit or proceeding initiated by the Indemnitee
      only if the Indemnitee acted with the authorization of the Corporation in
      initiating that suit or proceeding.  However, an arbitration
      proceeding brought under Section 8 shall not be subject to this subsection
      (b).

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Except
      as set forth in Section 5 (Advancement of Expenses), the specific amounts
      that were actually and reasonably incurred shall be indemnified by the
      Corporation in the amount submitted by the Indemnitee unless the Board of
      Directors (the “Board”) determines that the request is unreasonable or
      unlawful.  If the Board so determines and the Board and the
      Indemnitee cannot agree, any disagreement they have shall be resolved by a
      decision of the arbitrator in an arbitration proceeding pursuant to
      Section 8.  For purposes of this Agreement, references to “other
      enterprises” shall include employee benefit plans; references to “fines”
      shall include any excise taxes assessed on a person with respect to an
      employee benefit plan; and references to “serving at the request of the
      Corporation” shall include any service as a director, officer, employee or
      agent of the corporation which imposes duties on, or involves services by,
      such director, officer, employee, or agent with respect to an employee
      benefit plan, its participants, or
  beneficiaries.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Any
      indemnification payments made to the Indemnitee shall be made in a manner
      that does not cause such payments to constitute deferred compensation
      under Treas. Reg. 1.409A-1(b)(10) and any successor
    thereto.

              


      

       

      3.           Burden of
Proof.  Indemnitee shall be presumed to be entitled to
indemnification for any act or omission covered in Section 1 of this
Agreement.  The burden of proof of establishing that Indemnitee is not
entitled to indemnification because of the failure to fulfill some requirement
of Delaware law, the Corporation’s charter, by-laws, or this Agreement shall be
on the Corporation.

       

      4.           Notice by
Indemnitee.  Indemnitee shall notify the Corporation in writing
of any matter with respect to which Indemnitee intends to seek indemnification
hereunder as soon as reasonably practicable following the receipt by Indemnitee
of written threat thereof; provided, however, that failure
to so notify the Corporation shall not constitute a waiver by Indemnitee of
[his/her] rights hereunder.

       

      5.           Advancement of
Expenses.  In the event of any action, suit or proceeding
against Indemnitee which may give rise to a right of indemnification from the
Corporation pursuant to this Agreement, following written request to the
Corporation by the Indemnitee, the Corporation shall advance to Indemnitee
amounts to cover expenses incurred by Indemnitee in defending the action, suit
or proceeding in advance of final disposition upon receipt of (i) an undertaking
by or on behalf of the Indemnitee to repay the amount advanced in the event that
it shall be ultimately determined in accordance with Section 3 of this Agreement
that [he/she] is not entitled to indemnification by the Corporation, and (ii)
satisfactory evidence as to the amount of such expenses.  Indemnitee’s
written certification together with a copy of the statement paid or to be paid
by Indemnitee shall constitute satisfactory evidence unless determined to the
contrary in an arbitration proceeding conducted pursuant to Section 8 of this
Agreement.

       

      6.           Non-Exclusivity of Right of
Indemnification.  The indemnification rights granted to
Indemnitee under this Agreement shall not be deemed exclusive of, or in
limitation of, any rights to which Indemnitee may be entitled under Delaware
law, the Corporation’s charter or By-laws, any other agreement, vote of
stockholders or directors or otherwise.

       

      7.           Termination of Agreement and
Survival of Right of Indemnification.

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to subparagraph (b) of this section, this Agreement shall terminate when
      the Indemnitee’s term of office as an officer or a director
      ends.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      rights granted to Indemnitee hereunder shall continue after termination as
      provided in Section 1 and shall inure to the benefit of Indemnitee,
      [his/her] personal representative, heirs, executors, administrators and
      beneficiaries, and this Agreement shall be binding upon the Corporation,
      its successors and assigns.

              


      

       

      8.           Arbitration of all Disputes
Concerning Entitlement.  Any controversy or claim arising out
of or relating to this Agreement including, without limitation, the Indemnitee’s
entitlement to indemnification under this Agreement, shall be settled by
arbitration in the City of Chicago administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.  Interest on any judgment shall be assessed at a
rate or rates the arbitrator considers just under the
circumstances.  If it is necessary or desirable for the Indemnitee to
retain legal counsel or incur other costs and expenses in connection with
enforcement of [his/her] rights under this Agreement, the Corporation shall pay
[his/her] reasonable attorneys’ fees and costs and expenses incurred prior to
the tenth anniversary of the expiration of the “Term” (as defined in the Terms
and Conditions of Employment agreement between the Corporation and the
Indemnitee, dated as of June 1, 2009 in connection with enforcement of [his/her]
rights (including the enforcement of any arbitration award in court), regardless
of the final outcome, unless the arbitrator determines that under the
circumstances recovery by the Indemnitee of all or a part of any such fees and
costs and expenses would be unjust.

       

      9.           Governing
Law.  The Corporation’s obligations to indemnify Indemnitee
under these terms and conditions shall be governed by and interpreted in
accordance with the laws of the State of Delaware without regard to its choice
of law provisions.

       

      10.           Severability.  If
any provision of this Agreement is determined to be invalid or unenforceable,
this invalidity or unenforceability shall not affect the validity or
enforceability of any other provisions of this Agreement, and this Agreement
shall be interpreted as though the invalid or unenforceable provision was not
part of this Agreement.