exhibit10_23.htm


                                      Exhibit 10.23

     

    

          2009
Restricted Stock Unit Grant Terms and Conditions

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

      


      
        	
                Purpose

                 

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

                 

              
	
                Restricted
      Stock 

                Units

                 

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

                 

              
	
                Vesting

              	
                Restricted
      stock units will vest the earlier of:

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

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

                § On
      death or termination due to long-term disability.

                 

              
	
                Termination
      of 

                Employment

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

                 

              
	
                Timing
      of 

                Distribution

                 

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

                 

              
	
                Tax
      Withholding

                 

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

                 

              
	
                Form
      of Distribution

                 

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

                 

              
	
                Additional
      Terms 

                 and
      Conditions

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

                 

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

                 

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