Exhibit








2016 Cash-Settled Restricted Stock Unit Grant Terms and Conditions                           Exhibit 10.5
Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan (the “Plan”)


	
		
	Purpose
	To encourage retention of key managers so as to support the execution of business strategies in order to encourage and reward the creation of sustainable, long-term shareholder value and achieve future goals.

	Cash-settled Restricted Stock Units
	Cash-settled Restricted Stock Units valued on the same basis as Brunswick Corporation (“Brunswick”) common stock (“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.

	Grant Date
	[__________   __], 2016

	Award
	____________ Cash-settled Restricted Stock Units.

	Vesting
	Cash-settled restricted stock units will vest and be distributed as follows:
*  Three years from the Grant Date, subject to continued employment;
*  In the case of a termination of employment (other than for Cause (as defined below) or due to death or Permanent Disability (as defined below)) (i) prior to a Change in Control (as defined in the Plan) and (ii) on or after (A) the first anniversary of the Grant Date and (B) the date on which age plus years of service equals 70 or more or age is 62 or more (“Rule of 70/Age 62”), all of the award will be vested and distributed three years from the Grant Date;
*  In the case of a termination of employment (other than for Cause or due to death or Permanent Disability) (i) prior to (A) a Change in Control and (B) the first anniversary of the Grant Date, and (ii) on or after the date on which the Rule of 70/Age 62 is attained, a pro-rata portion of the award will be vested and distributed three years from the Grant Date.  For purposes of the foregoing sentence, a “pro-rata portion” will mean the product of (x) the number of restricted stock units awarded that would have vested on the normal vesting date and (y) a fraction, the numerator of which is the number of days that have elapsed since January 1 of the year of grant through the date of termination of the recipient’s employment, and the denominator of which is 365.  All remaining restricted stock units will be forfeited;
*  In the event of a Change in Control pursuant to which the award is effectively assumed or continued by the surviving or acquiring corporation and (i) the termination of the Grantee’s employment (other than for Cause or due to death or Permanent Disability) on or after the date on which the Grantee has attained the Rule of 70/Age 62, or (ii) Brunswick terminates the Grantee’s employment without Cause or the Grantee resigns for Good Reason (as defined below),  in each case, all of the award will be vested and distributed within thirty (30) days following such termination of employment; provided, however, that if the award is considered “nonqualified deferred compensation” within the meaning of Internal Revenue Code Section 409A with respect to the Grantee and (i) the Change in Control was not a “change in control event” within the meaning of Internal Revenue Code Section 409A or (ii) the termination of employment occurred more than two years following the occurrence of the “change in control event,” then the vested award shall be distributed  three years from the Grant Date; 
*  In the event of a Change in Control pursuant to which the award is not effectively assumed or continued by the surviving or acquiring corporation, the award shall vest and be distributed within thirty (30) days following the Change in Control; provided, however, if the award is considered “nonqualified deferred compensation” within the meaning of Internal Revenue Code Section 409A with respect to the Grantee and the Change in Control was not a “change in control event” within the meaning of Internal Revenue Code Section 409A or to the extent distribution would be impermissible under Internal Revenue Code Section 409A, then the vested award shall be distributed three years from the Grant Date; or
*  On death or termination due to Permanent Disability.
*  Determinations as to whether the award has been effectively assumed or continued by the surviving or acquiring corporation shall be made by the Human Resources and Compensation Committee, as constituted prior to the Change in Control. 

	Termination of Employment
	*  Forfeiture of cash-settled restricted stock units in the event employment terminates prior to vesting, except (i) as described above with respect to termination in connection with a Change in Control or due to death or Permanent Disability or (ii) if age and years of service equals the Rule of 70/Age 62, in which case all or a pro-rata portion of the restricted stock units will vest as described above (Rule of 70/Age 62 provisions do not apply for grants made to residents of the European Union), provided that the restricted stock units shall be forfeited in the case of a Grantee who qualifies for the Rule of 70/Age 62 treatment if such Grantee’s employment is terminated due to Cause. 
*  The cash-settled restricted stock units shall be forfeited in their entirety upon any termination for Cause, including any termination for Cause of an employee who has attained the Rule of 70/Age 62.
*  Notwithstanding anything to the contrary in these terms and conditions, the favorable vesting terms described for those who have attained the Rule of 70/Age 62 shall not apply to grants made to residents of the European Union.















	
		
	Tax Withholding
	For those meeting Rule of 70/Age 62 prior to the year of scheduled distribution, tax withholding liability to meet required FICA must be paid via payroll or participant check by the end of the year of meeting Rule of 70/Age 62, except that the FICA taxes on amounts vesting during the first December after grant for those who have met Rule of 70/Age 62 during the year of grant will be collected during the next calendar quarter.  Subsequent Federal, state and local income tax withholding will be paid from the gross payment upon distribution.


For all others, tax withholding liability (to meet required FICA, Federal, state, and local withholding) must be deducted from the gross payment upon distribution.

	Timing and Form of Distribution
	Distribution will be in the form of a cash payment in an amount equal to the number of units multiplied by the share price at the time of distribution, less applicable withholding.


Distributions will occur as soon as practical, but no later than 2-1⁄2 months after the distribution date provided above (and, in no event later than March 15, 2020), except that if you are a “specified employee” (as such term is defined under Internal Revenue Code Section 409A) as of the date of your “separation from service” (as such term is defined under Internal Revenue Code Section 409A), then to the extent any amount to be distributed in connection with the settlement of the award is payable upon the Grantee’s “separation from service” and constitutes the payment of nonqualified deferred compensation, within the meaning of Internal Revenue Code Section 409A, the distribution will not be made before 6 months after separation from service (or, if earlier, death).



	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.


“Good Reason” shall have the meaning set forth in the employment agreement, if any, between the Grantee and Brunswick as in effect on the Grant Date, provided that if the Grantee is not a party to an employment agreement that contains such definition, then Good Reason means the occurrence of any of the following events without the Grantee’s express written consent: (a) a material breach by Brunswick of any provision of this Agreement; (b) Brunswick’s failure to pay any portion of Grantee’s compensation when due or to include Grantee in any bonus or incentive plan that applies to similarly situated employees of Brunswick; (c) Brunswick’s failure to provide, or continue to provide, Grantee 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 employees of Brunswick; (d) a Reduction in Authority or Responsibility of the Grantee (as defined below); (e) a Reduction in Compensation (as defined below); and (f) a Business Relocation Beyond a Reasonable Commuting Distance (as defined below); provided, however, that the occurrence of any such condition shall not constitute Good Reason unless (x) the Grantee provides written notice to Brunswick of the existence of such condition not later than 60 days after the Grantee knows or reasonably should know of the existence of such condition, (y) Brunswick fails to remedy such condition within 30 days after receipt of such notice and (z) Grantee resigns due to the existence of such condition within 60 days after the expiration of the remedial period described in clause (y) hereof.



















	
		
	Additional Terms and Conditions
	Whether a Reduction in Authority or Responsibility of the Grantee 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 Grantee’s reporting relationship to another employee who is within the same reporting level (as that term is used in Brunswick’s Delegation of Authority Policy or any successor policy); or (B) a reduction in the Grantee’s business unit’s budget or a reduction in the Grantee’s business unit’s head count or number of direct reports, by themselves, shall not constitute Good Reason.


“Reduction in Authority or Responsibility” shall mean the assignment to the Grantee of any duties that are materially inconsistent in any respect with the Grantee’s position (which may include status, offices, titles, and reporting requirements), authority, duties, or responsibilities as in effect immediately prior to such assignment.  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.


“Reduction in Compensation” shall mean (i) a reduction in the Grantee’s total annual compensation (defined as the sum of the Grantee’s base salary and target annual bonus) for any calendar or fiscal year, as applicable, to an amount that is less than the Grantee’s total annual compensation in effect immediately prior to such reduction, (ii) the elimination of any Brunswick incentive compensation plan in which Grantee is a participant without the adoption of a substantially comparable replacement plan, or (iii) the failure to provide Grantee 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 Grantee immediately prior to the Change in Control.


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


“Cause” shall mean willful misconduct in the performance of duties.


This award and any shares delivered pursuant to this award are subject to forfeiture, recovery by Brunswick or other action pursuant to any clawback or recoupment policy which Brunswick may adopt from time to time, including without limitation any such policy which Brunswick may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.


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






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


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For questions and or a copy of the Prospectus, please contact:    Lesley Harling 
Shareholder Services
Brunswick Corporation
1 N. Field Court
Lake Forest, Illinois 60045-4811
847-735-4294
lesley.harling@brunswick.com