Terms & Conditions of Employment


    Exhibit
      10.1

     

    BRUNSWICK
      CORPORATION

    


    


    


    These
      TERMS AND CONDITIONS OF EMPLOYMENT (the “Agreement”) made in Lake County,
      Illinois, as of January ___, 2007 (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”). 

    


    W
      I T N E
      S S E T H :

    


    WHEREAS,
      since ___________________, the Executive has been employed by the Company,
      pursuant to an Indemnification Agreement dated ___________________, and an
      Executive Severance and Change of Control Agreement dated __________________
      (collectively, the “Initial Agreement”); and

    


    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 continue the Executive’s employment upon the terms and conditions, and in
      consideration of the compensation and benefits, provided herein;
      and

    


    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

    


    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

    


    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 may become
      entitled under the terms of this Agreement.

    


    THEREFORE,
      in consideration of the foregoing and the agreements of the parties described
      below, the parties agree that the Initial Agreement is hereby amended and
      restated in its entirety to provide as follows (it being understood that this
      Agreement supersedes the Initial Agreement in whole and is the controlling
      agreement between the parties): 

    


    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 __________________________. 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 _________________________.


    


    (b)  Performance
      of Duties.
      Subject
      to the provisions of Section 6, below, Executive shall diligently perform his
      duties as ___________________________ or as may otherwise be directed by the
      Chief Executive Officer, and agrees to use his reasonable best efforts to
      perform his 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 Executive as
      ____________________________ and assign him to other duties within the Company
      or terminate his employment.

    


    4.  Executive’s
      Compensation and Benefits.
      As
      remuneration to the Executive for his 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. 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)  Strategic
      Incentive Plan.
      During
      the Term, the Executive shall be eligible to participate in the Brunswick
      Strategic Incentive Plan (“SIP”) and any and all successor or replacement plans,
      as may be determined by the Board or the Committee (“SIP Bonus”). During the
      Term, the Executive’s target SIP Bonus for each full calendar year shall be
      determined by the Committee in accordance with the terms of the SIP, as in
      effect from time to time (“Target SIP 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
      SIP Bonus, will be determined by the Committee or as delegated to the Chief
      Executive Officer. The amount of any award under SIP shall be reviewed and
      approved 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. Executive
      acknowledges and agrees that the payment of the SIP 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. 

    


    (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)  Financial
      Counseling Services.
      The
      Executive shall be entitled to receive financial counseling services from a
      qualified provider of financial counseling services selected by the Company.
      The
      Company shall pay the financial counseling service provider directly. The
      Executive shall be responsible for any Income Tax due on imputed income for
      financial counseling services. 

     

    (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 (except for the basic life insurance
      component thereof) and annual executive physical examination, and any and all
      successor or replacement benefits as may be determined by the Board or the
      Committee. 

    


    (g)  Executive
      Life Insurance.
      The
      Executive shall be entitled to participate in the Company’s life insurance plan
      for senior executives (formerly the “Split Dollar Life Insurance Plan”) under
      the terms and conditions described in a Memorandum dated ___________________
      and
      incorporated herein by reference.

    


    (h)  Vacation.
      The
      Executive shall earn pro rata four (4) 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
      upon
      termination. 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, the
      Company’s 2005 Automatic Deferred Compensation 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.


    


    (j)  Retirement
      Plans.
      Executive is entitled to any vested benefits he currently holds under the
      Brunswick Pension Plan for Salaried Employees (“Pension Plan”) and the
Brunswick
      Supplemental Pension Plan (“Supplemental Plan”) including, without limitation,
      those rights set forth in Section 6(f), below.
      

    


    (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 duties hereunder, in accordance with Company policies for
      similarly situated senior executives.

    


    (l)  Aircraft
      and Boat Usage; Product Programs; Excess Liability.
      The
      Executive shall be entitled to (i) use of the Company’s aircraft and watercraft,
      (ii) excess liability coverage, (iii) obtain Company products under the
      Executive Product Program, and (iv) 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 General Counsel and Chief Human Resources Officer
      (or their respective representatives), in advance in writing (which shall
      include a description of the proposed activity) of his 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 General
      Counsel or 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 General
      Counsel or 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
      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 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
      eighteen (18) 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 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 shall promptly
      inform the Company, and he 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
      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 employment
      with the Company or a Related Company, or during discussions between the
      Executive and the Company or any Related Company following his termination
      of
      employment arising out of his 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 employment by the Company, he 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) 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 and (C) 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 date that the material breach
      began
      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 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”). 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 and/or SIP Bonus payable
      with respect to the most recently completed performance period (as that term
      is
      defined in SIP), payment of such Annual Bonus and/or SIP Bonus for such
      period(s), in the amount(s), and at such time(s), as he would otherwise have
      been entitled under the terms of the BPP and the SIP, as applicable, 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 “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 Eligible Dependents under COBRA; and provided
      further,
      however,
      that
      the Executive shall immediately notify the Company if he becomes covered under
      Medicare or another employer’s group health plan, at which time the Company’s
      provision of medical coverage for the Executive and his Eligible Dependents
      at
      the subsidized rate will cease. During the continuation period, the Executive
      shall also continue to receive financial counseling and excess liability
      insurance in accordance with the Company’s policy in effect on the date of
      termination,
      as may
      be modified by the Company from time to time during the continuation
      period.
      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), and his right to an executive physical examination, use of Corporate
      aircraft/watercraft, and participation in the Company’s product purchase
      programs shall terminate on the date of termination. In lieu of continuing
      financial counseling and excess liability insurance, the Company may, in its
      discretion, make a cash payment to the Executive of equal value. 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; provided,
      however,
      that
      the Executive shall be entitled to a minimum of twelve (12) months of financial
      planning; 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 (w) 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), (x) 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, (y) the Executive’s targeted bonus under the SIP for
      the period that ended most recently prior to the Change in Control, 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). 

    


    (ii.)  If
      such
      termination occurs prior to the payment of the Executive’s Annual Bonus payable
      with respect to the immediately preceding calendar year and/or SIP Bonus payable
      with respect to the most recently completed performance period (as that term
      is
      defined in SIP), payment of such Annual Bonus and/or SIP Bonus for such
      period(s), in the amount(s), and at such time(s), as he would otherwise have
      been entitled under the terms of the BPP and the SIP, as applicable, 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 awards held by the Executive will
      become fully vested and, if applicable, immediately exercisable, and will remain
      outstanding pursuant to their terms. All performance-based awards shall be
      deemed to have been earned at performance maximum levels. 

    


    (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 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 Eligible Dependents under COBRA; and provided
      further,
      however,
      that
      the Executive shall immediately notify the Company if he becomes covered under
      Medicare or another employer’s group health plan, at which time the Company’s
      provision of medical coverage for the Executive and his Eligible Dependents
      at
      the subsidized rate will cease. During the continuation period, the Executive
      shall also continue to receive financial counseling and excess liability
      insurance in accordance with the Company’s policy in effect on the date of
      termination,
      as may
      be modified by the Company from time to time during the continuation
      period.
      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) and his right to an executive physical examination, use of Corporate
      aircraft/watercraft, and participation in the Company’s product purchase
      programs shall terminate on the date of termination. In lieu of continuing
      financial counseling and excess liability insurance, the Company may, in its
      discretion, make a cash payment to the Executive of equal value. Notwithstanding
      anything to the contrary in this Section 6(b)(iv), in the event the Executive
      attains age 65 prior to the third (3rd)
      anniversary of his 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
      the Executive shall be entitled to a minimum of twelve (12) months of financial
      planning; and provided
      further,
      however,
      that if
      the commencement of benefits under this Section 6(b)(iv) is delayed by six
      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 her estate (as
      applicable) shall be entitled to:

    


    (i.)  Payment
      of any unpaid Base Salary accrued through the date of termination and any
      unreimbursed business expenses incurred through the date of termination;


    (ii.)  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.

    


    (iii.)  If
      such
      termination occurs prior to the payment of the Executive’s Annual Bonus payable
      with respect to the immediately preceding calendar year and/or SIP Bonus payable
      with respect to the most recently completed performance period (as that term
      is
      defined in SIP), payment of such Annual Bonus and/or SIP Bonus for such
      period(s), in the amount(s), and at such time(s), as she would otherwise have
      been entitled under the terms of the BPP and the SIP, as applicable, 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 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 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 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 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 in each case subject to, and in accordance with, the
      terms of such plans.

    


    (f)  Additional
      Severance Benefits.
      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: 

    


    (i) 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), and the Executive is an active participant in the Pension Plan
      at
      the time of termination or immediately prior to the date of the Change in
      Control, the Executive shall be entitled to a lump sum cash payment equal to
      the
      actuarial equivalent of the difference between (x) the pension benefits the
      Executive would have accrued under the Pension Plan and the Supplemental Plan,
      if on the date of such termination of employment, the Executive had an
      additional eighteen (18) months of service (if the Executive is entitled to
      severance benefits under Section 6(a)(i)) or an additional three (3) years
      of
      service (if the Executive is entitled to severance benefits under Section
      6(b)(i)), at the Executive's Rate of Compensation, and had been eighteen (18)
      months older (if the Executive is entitled to severance benefits under Section
      6(a)(i)) or three (3) years older (if the Executive is entitled to severance
      benefits under Section 6(b)(i)), and (y) the pension benefits the Executive
      actually accrued under the Pension Plan and the Supplemental Plan as of the
      date
      of termination of employment (as increased by Section 6(f)(ii)). Such actuarial
      equivalence shall be determined on the basis of the rates, tables and factors
      in
      effect under the Pension Plan on the date of termination for purposes of
      determining optional forms of payment; provided,
      however,
      that
      the interest rate or rates to be used for such purpose shall be the interest
      rate or rates which would be used as of the date of termination of employment
      by
      the Pension Benefit Guaranty Corporation ("PBGC") for purposes of determining
      the present value of the Executive's benefits under the Pension Plan if the
      Pension Plan had terminated on the date of such termination of employment with
      insufficient assets to provide benefits guaranteed by the PBGC on that date;
      and
provided
      further,
      however,
      that
      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 (if the Executive is entitled to severance benefits
      under Section 6(a)(i)), or the third (3rd)
      anniversary of the date of termination (if the Executive is entitled to
      severance benefits under Section 6(b)(i)), the lump sum cash payment payable
      according to this Section 6(f)(iii) 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) (if the
      Executive is entitled to severance benefits under Section 6(a)(i)) or thirty-six
      (36) (if the Executive is entitled to severance benefits under Section
      6(b)(i)).

     

    (ii) 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.

    


    (g)  Notification
      Requirements for Termination for Good Reason.
      

    


    (i.)  In
      the
      event the Executive determines that Good Reason exists to terminate his
      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 fifteen (15) calendar days after
      the date of such notice; provided,
      however,
      that
      the Chief Executive Officer, in his sole discretion, may relieve the Executive
      of his 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 employment with the Company shall terminate
      on
      his 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 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 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.
      Any
      payments or benefits made pursuant to this Section 6 will be subject to and
      conditioned upon (i) Executive’s compliance with the provisions, restrictions,
      and limitations of Section 5 of this Agreement, but not otherwise subject to
      offset or mitigation, (ii) the Executive’s signing and not revoking (following
      his date of termination), and the Company’s receipt of, 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 (iii) the Company’s receipt of the Executive’s
      resignation from all offices, directorships, and fiduciary positions with the
      Company, its Related Companies, and their respective employee benefit
      plans.

    


    7.  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 Section 409A of the Code. In particular, if necessary
      to avoid imposition of penalties and additional taxes under Section 409A of
      the
      Code (the “Section 409A Tax”), notwithstanding the timing of payment
      provided in any other Section of this Agreement, the timing of any amounts
      payable pursuant to this Agreement shall be subject to a six (6) month delay
      in
      a manner consistent with Section 409A(a)(2)(B)(i) of the Code. In
      the
      case of a series of payments, the first payment shall include the amounts the
      Executive would have been entitled to receive during the six (6) month waiting
      period.
      From and
      after the Effective Date and for the remainder of the Term, (a) 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, (b) 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 a Section 409A Tax, the Company shall amend or modify
      such
      provision to avoid the application of such Section 409A Tax, and (c) 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 the preceding clause (a) of this Section 7. The provisions of
      Sections 10(c), (d) and (e) shall apply mutatis mutandis to any claim by the
      IRS
      that, if successful, would give rise to indemnification by the Company under
      this Section 7.

    


    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
      reasonable attorneys’ fees and cost and expenses in connection with enforcement
      of his 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.
      

    


    (a)  Excise
      Tax Adjustment Payment Calculation.
      If any
      element of compensation or benefit 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 such Executive, constitutes an “excess parachute payment,”
as that term is defined in Section 280G of the Code and the regulations
      thereunder (“Potential Parachute Benefit”), and subjects such Executive to the
      excise tax pursuant to Section 4999 of the Code, and any interest and penalties
      thereon (collectively, the “Excise Tax”), then the Executive shall be entitled,
      subject to Section 10(f), to an additional lump-sum cash payment from the
      Company (the “Excise Tax Adjustment Payment”), subject to mandatory withholding,
      in an amount equal to the Excise Taxes (including the Excise Tax attributable
      to
      the Excise Tax Adjustment Payment related to the Potential Parachute Benefit)
      plus any Income Taxes and any interest and penalties thereon attributable to
      the
      Excise Tax Adjustment Payment. For purposes of calculating an Excise Tax
      Adjustment Payment to the Executive in any year, it shall be assumed that the
      Executive is subject to Income Taxes at the highest marginal Federal and
      applicable state and local income tax rates, respectively, for the year in
      which
      the Excise Tax Adjustment Payment is paid. Also, the Excise Tax Adjustment
      Payment to the Executive shall reflect the Federal tax benefits attributable
      to
      the deduction of applicable state and local income taxes,
      taking
      into account limitations applicable to individuals subject to Federal income
      tax
      at the highest marginal rate.
      

    


    (b)  Independent
      Firm.
      All
      determinations required to be made under this Section 10, including whether
      and
      when an Excise Tax Adjustment Payment is required and the amount of such Excise
      Tax Adjustment Payment and the assumptions utilized in arriving at such
      determinations, shall be made by an independent accounting or consulting firm
      chosen by the Company (the “Firm”). The Firm shall provide detailed supporting
      calculations to the Company and to the Executive within thirty (30) business
      days after the receipt of notice from the Company or the Executive that there
      has been a Potential Parachute Benefit provided to which these Excise Tax
      provisions apply (or such earlier time as requested by the Company). Any Excise
      Tax Adjustment Payment shall be paid by the Company to the Executive within
      fifteen (15) business days after the Company’s receipt of the Firm’s
      determination.

    


    (i.)  If
      it is
      established pursuant to a final determination of a court or an IRS proceeding,
      or in the opinion of independent counsel agreed upon by the Company and the
      Executive, that the Excise Tax payable by the Executive on the Potential
      Parachute Benefit is less than the amount initially taken into account under
      Section 10(a) for purposes of calculating the Excise Tax Adjustment Payment
      related to such Potential Parachute Benefit, the Firm shall recalculate the
      Excise Tax Adjustment Payment to reflect the actual Excise Tax. Within thirty
      (30) business days following the Executive’s receipt of notice of the results of
      such recalculation from the Firm and/or the Company, the Executive shall repay
      to the Company the excess of the initial Excise Tax Adjustment Payment over
      the
      recalculated Excise Tax Adjustment Payment.

    


    (ii.)  If
      it is
      established pursuant to a final determination of a court or an IRS proceeding,
      or in the opinion of an independent counsel agreed upon by the Company and
      the
      Executive, that the Excise Tax payable by the Executive on the Benefit is more
      than the amount initially taken into account under Section 10(a) for purposes
      of
      calculating the Excise Tax Adjustment Payment related to such Potential
      Parachute Benefit, the Firm shall recalculate the Excise Tax Adjustment Payment
      to reflect the actual Excise Tax. Within thirty (30) business days following
      the
      Company’s receipt of notice of the results of such recalculation from the Firm,
      the Company shall pay to the Executive the excess of the recalculated Excise
      Tax
      Adjustment Payment over the initial Excise Tax Adjustment Payment.

    


    (iii.)  All
      fees
      and expenses of the Firm and any independent counsel shall be borne solely
      by
      the Company.

    


    (c)  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 an Excise
      Tax
      Adjustment Payment or the recalculation of an Excise Tax Adjustment Payment.
      The
      notification shall apprise the Company of the nature of such claim, including
      (i) a copy of the written claim from the IRS, (ii) the identification of the
      element of compensation and/or benefit that is the subject of such IRS claim,
      and (iii) 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 10, except to
      the
      extent that the Company is materially prejudiced in the challenge to such claim
      as a direct result of such failure.

    


    (d)  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 an Excise
      Tax Adjustment Payment, or the excess of a recalculated Excise Tax Adjustment
      Payment over the initial Excise 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 or she
      has
      paid the claim to the IRS (the United States Treasury). 

    


    (e)  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:

    


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

    


    (ii.)  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;

    


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

    


    (iv.)  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
      Excise 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 10,
      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 Excise Tax or income tax (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 an
      Excise 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 Excise 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 Section 10(a).

    


    (f) Limitation
      on Potential Parachute Benefit.
      Notwithstanding any other provision of this Section 10, if it shall be
      determined (by the reasonable computation of the Firm, which determination
      shall
      be certified by the Firm and set forth in a certificate delivered to Executive)
      that the aggregate amount of the Potential Parachute Benefits that, but for
      this
      Section 10(f), would be payable to Executive, does not exceed 110% of the
      greatest amount of Potential Parachute Benefits that could be paid to Executive
      without giving rise to any liability for Excise Taxes in connection therewith
      (such greatest amount, the “Floor Amount”), then:

    


    (i)
      no
      Excise Tax Adjustment Benefit shall be made to Executive; and

    


    (ii)
      the
      aggregate amount of Potential Parachute Benefits payable to Executive shall
      be
      reduced (but not below the Floor Amount) to the largest amount which would
      both
      (A) not cause any Excise Taxes to be payable by Executive, and (B) not cause
      any
      Potential Parachute Benefit to become nondeductible by the Company by reason
      of
      Section 280G of the Code (or any successor provision); provided,
      however,
      that in
      no event shall any such reduction (x) in any way affect any Potential Parachute
      Benefits that are provided to Executive in any form other than cash, or
      (y) reduce the aggregate amount of Potential Parachute Benefits that are
      payable in cash to an amount below the aggregate amount of Income Taxes payable
      by Executive in respect of all Potential Parachute Benefits received by him
      (whether in cash or otherwise).

    


    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
      arbitrators 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, including, but not limited to, the Initial
      Agreement. 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) 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:
      Vice President, General Counsel and Secretary

    


    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 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 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, including the Initial
      Agreement.

    


    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 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:  	                
                                              
	         [Name]	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.

            


    

    


    
      	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(b)(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(a) of this
                Agreement.

            


    

    


    
      	22.  	
              “Excise
                Tax Adjustment Payment”
                shall have the meaning set forth in Section 10(a) of this
                Agreement.

            


    

    


    
      	23.  	
              “Executive”
                shall mean the individual identified in the Preamble to this
                Agreement.

            


    

    


    
      	24.  	
              “Firm”
                shall have the meaning set forth in Section 10(b) of this
                Agreement.

            


    

    


    
      	25.  	
              “Floor
                Amount”
                shall have the meaning set forth in Section 10(f) of this
                Agreement.

            


    

    


    
      	26.  	
              “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.

    


    
      	27.  	
              “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.

            


    

    


    
      	28.  	
              “Incentive
                Plan”
                shall have the meaning set forth in Section 4(d) of this
                Agreement.

            


    

    


    
      	29.  	
              “Initial
                Agreement”
                shall have the meaning set forth in the
                Recitals.

            


    

    


    
      	30.  	
              “IRS”
                shall mean the Internal Revenue
                Service.

            


    

    


    
      	31.  	
              “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.

            


    

    


    
      	32.  	
              “Pension
                Plan”
                shall have the meaning set forth in Section 4(j) of this
                Agreement.

            


    

    


    
      	33.  	
              “Potential
                Parachute Benefit”
                shall have the meaning set forth in Section 10(a) of this
                Agreement.

            


    

    


    
      	34.  	
              “Proceeding”
                shall have the meaning set forth in Section 5(c) of this Agreement.
                

            


    

    


    
      	35.  	
              “Products”
                shall have the meaning set forth in Section 24 of this
                Agreement.

            


    

    


    
      	36.  	
              “Rate
                of Compensation”
                shall mean the sum of the Executive’s Base Salary and Target Annual Bonus
                as of the date of termination.

            


    

    


    
      	37.  	
              “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.

    


    
      	38.  	
              “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, Target Annual Bonus and Target SIP
                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, SIP 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.

            


    

    


    
      	39.  	
              “Related
                Company”
                shall mean any subsidiary or affiliate of the
                Company.

            


    

    


    
      	40.  	
              “Release
                Effective Date”
                shall have the meaning set forth in Section 6(a) of this
                Agreement.

            


    

    


    
      	41.  	
              “Released
                Parties”
                shall have the meaning set forth in Section 6(h) of this
                Agreement.

            


    

    


    
      	42.  	
              “Restoration
                Plan”
                shall mean the Brunswick Restoration Plan, as amended from time to
                time.

            


    

    


    
      	43.  	
              “Section 409A
                Tax”
                shall have the meaning set forth in Section 7 of this
                Agreement.

            


    

    


    
      	44.  	
              “SIP”
                shall have the meaning set forth in Section 4(c) of this
                Agreement.

            


    

    


    
      	45.  	
              “SIP
                Bonus”
                shall have the meaning set forth in Section 4(c) of this
                Agreement.

            


    

    


    
      	46.  	
              “Supplemental
                Plan” shall have the meaning set forth in Section 4(j) of this
                Agreement.

            


    

    


    
      	47.  	
              “Target
                Annual Bonus”
                shall have the meaning set forth in Section 4(b) of this
                Agreement.

            


    

    


    
      	48.  	
              “Target
                SIP Bonus”
                shall have the meaning set forth in Section 4(c) of this
                Agreement.

            


    

    


    
      	49.  	
              “Term”
                shall have the meaning set forth in Section 3 of this
                Agreement.

            


    

    


    
      	50.  	
              “Total
                Change in Control Payment”
                shall have the meaning set forth in Section 6(b)(i) of this
                Agreement.

            


    

    


    
      	51.  	
              “Total
                Severance Payment”
                shall have the meaning set forth in Section 6(a)(i) of this
                Agreement.

            


    

    


    
      	52.  	
              “Works”
                shall have the meaning set forth in Section 24 of this
                Agreement.

            


    


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    Appendix
      II

    
 

    Changes
      to Base Salary,

    BPP
      Awards, SIP 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 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 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 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 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.

            


    

    


    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 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 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
                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 rights under this Agreement, the Corporation shall pay his reasonable
      attorneys’ fees and costs and expenses in connection with enforcement of his
      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.