BRIGGS &STRATTON CORPORATION AND SUBSIDIARIES 

2010 ANNUAL REPORT ON FORM 10-K 

 

EXHIBIT 10.6(b) 

 

AMENDED FORM OF RESTRICTED STOCK AWARD 

AGREEMENT UNDER THE PREMIUM OPTION 

AND STOCK AWARD PROGRAM 

**BRIGGS & STRATTON CORPORATION**

**RESTRICTED STOCK AWARD AGREEMENT**

THIS RESTRICTED STOCK AWARD AGREEMENT, dated as of this          day of            , 20    , is made by BRIGGS & STRATTON CORPORATION (the “Company”) to «Name» (the “Employee”).

**WHEREAS**, the Company believes it to be in the best interests of the Company and its shareholders toprovide an incentive for certain of its key employees to work for and manage the affairs of the Company in such a way that its shares become more valuable; and 

**WHEREAS**, the Employee is a key employee of the Company or one of its subsidiaries or affiliates. 

**NOW, THEREFORE**, in consideration of the premises, the Company hereby awards Restricted Stock to the Employee onthe terms, conditions and restrictions hereinafter set forth. 

1.        **AWARD**.    The Company hereby awardsto the Employee «Number» shares of Restricted Stock on the date hereof (the “Award Date”). Restricted Stock means shares of the common stock of the Company, par value $0.01 per share, granted in accordance with this Agreementand section 7 of the Company’s Incentive Compensation Plan. 

2.        **RESTRICTION**.    The Restricted Stockshall be forfeitable as described below until the shares become vested upon the first to occur, if any, of the following events: 

(a)        The termination of the Employee’s employment with the Company ora subsidiary by reason of disability or death. For these purposes, “disability” shall mean separation from the service of the Company or such subsidiary because of such illness or injury as renders the Employee unable to perform thematerial duties of the Employee’s job. 

(b)        Five(5) years from the Award Date. 

(c)        A change in control ofthe Company as defined in section 11(b) of the Company’s Incentive Compensation Plan. 

If theEmployee’s employment with the Company or one of its subsidiaries terminates during the period of time during which the Restricted Stock is forfeitable (the “Restricted Period”) for any reason other than retirement, early retirement,disability or death, the Restricted Stock shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all 

rights of the Employee with respect to the Restricted Stock shall terminate, unless such forefeiture is waived by the Compensation Committee of the Company’s Board of Directors. If theCompensation Committee determines that (i) the Employee has breached any of the obligations stated in section 3 of the Agreement during the Restricted Period or (ii) the Restricted Stock was awarded with respect to (A) a Plan Year forwhich there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent Plan Year having awards materially affected by the restatement, the Companyshall be entitled to declare all or any portion of any unvested Restricted Stock awarded under this Agreement to be forfeited. 

Notwithstanding any provisions to the contrary, the Employee may not extend the Restricted Period. 

 
 ****3.******COVENANTS OF NON-DISCLOSURE, NON-SOLICITATION AND NON-COMPETITION.**
3.1  Non-Competition During Employment.  The Employee agrees during his/her employment withthe Company he/she shall not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, consultant or in any other capacity, participate in, engage in or have a financial or other interest in any business which isin competition with the Company or any successor or assignee of the Company. The ownership of less than 1% of the outstanding securities of a publicly-traded company or 20% of a private company’s securities or profits, even though thatcorporation may be a competitor of the Company, shall not be deemed financial participation in a competitor. 

3.2  Non-Competition After Employment.  The Employee agrees that, upon voluntary orinvoluntary termination of employment with the Company and for a period of two (2) years thereafter, he/she will not, directly or indirectly, individually or as an employee, agent, partner, shareholder, consultant, or in any other capacity,canvass, contact, solicit or accept any of the Company’s customers with whom the Employee had contact during the two (2) year period preceding his/her termination for the purpose of providing services, products or business that are incompetition with the services, products or business which the Company provides to such customers. It is understood and agreed that the fluid customer list limitation contemplated by the parties closely approximates the area of the Company’svulnerability to unfair competition by Employee and does not deprive Employee of legitimate competitive opportunities to which he/she is entitled. 

3.3  Impairment of Company’s Relationships.  The Employee further agrees that during theterm of his/her employment and for a period of two (2) years thereafter, he/she will not interfere with or attempt to impair the relationship between the Company and any of its employees nor will the Employee attempt, directly or indirectly, tosolicit, entice, or otherwise induce any other employee to terminate his/her association with the Company. The term “solicit, entice or induce” includes, but is not limited to, the following: (a) initiating communications with anemployee of the Company relating to possible 

employment; (b) offering bonuses or additional compensation to encourage employees of the Company to terminate their employment and accept employment with a competitor, supplier or customerof the Company; (c) referring employees of the Company to personnel or agents employed or engaged by competitors, suppliers or customers of the Company; or (d) referring personnel or agents employed or engaged by competitors, suppliers orcustomers of the Company to employees of the Company. 

3.4.  Non-Disclosure of Information.

(a)  Confidential Information.**  **As used in this Agreement, “ConfidentialInformation” shall mean any and all information whether generated by the Company or by a third party at the Company’s request, disclosed by the Company to Employee during the period of the Employee’s employ with the Company,including, without limitation, trade secrets, design documents, copyright material, inventions, technology, processes, marketing data, business strategies, financial information and records, product information (including, without limitation, anyproduct designs, specifications, capabilities, drawings, diagrams, blueprints, models and similar items), customer and prospective customer lists, supplier and vendor lists, product pricing formulas, software and similar information, in any form(whether oral, electronic, written, graphic or other printed form or obtained from access to or observation of the Company’s facilities or operations). Confidential Information does not include information or data which is: 

(1)  at the time of disclosure, or thereafter becomes, available to the general public by publication orotherwise through (i) no fault or negligence of the Employee or (ii) no breach of this Agreement by Employee; 

(2)  in the possession of the Employee prior to disclosure thereof by the Company as evidenced by writtenrecords of the Employee prepared prior to the date of disclosure of such information to the Employee; 

(3)  independently developed by the Employee without the benefit of any of the Confidential Information asevidenced by the written records of the Employee prepared to the date of disclosure of such information to the Employee; or 

(4)  disclosed to Employee by a third party having no obligation of confidentiality to the Company withrespect to the information so disclosed. 

(b)  Trade Secrets.**  **The partiesalso acknowledge that certain of the Company’s Confidential Information is a trade secret (“Trade Secret”) as that term is defined in Sec. 134.90(1)(c) of the Wisconsin Uniform Trade Secrets Act, i.e. information, including a formula,pattern, compilation, program, device, method, technique or process, that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons whocan obtain economic value from its disclosure, and (ii) is the subject of efforts that are reasonable under the circumstance to maintain its secrecy. 

(c)  Disclosure of ConfidentialInformation.**  **Except as required in the performance of his or her duties of employment, and for a period of two (2) years following the termination of his or her employment with the Company, Employee shall not disclose to athird party or use any of the Company’s Confidential Information and shall not remove any of the Company’s Confidential Information in any form or media from the Company’s offices, unless he or she first obtains the written consent ofthe Company. 

(d)  Disclosure of Trade Secrets.**  **Employee shall neverdisclose to a third party or use any of the Company’s Trade Secrets and shall not remove any of the Company’s Trade Secrets in any form or media from the Company’s offices, unless he or she first obtains the written consent of theCompany. The parties acknowledge that this obligation has no termination date. 

3.5  Waiver ofUnintended Effects.****  It is not the purpose of the Agreement to preclude Employee from engaging in employment that is not competitive with the Company, does not pose a competitive threat to the Company, and does not interferewith the Company’s protectable business interests. If during the term of this Agreement Employee wishes to engage in a business that may involve a violation of the literal terms of this Agreement but Employee believes it will not pose acompetitive threat to the Company, Employee agrees to submit to the Company in writing a request to engage in this business. Any such request must specifically refer to this Agreement. The Company agrees that it will respond to the request withreasonable promptness and that it will not unreasonably withhold permission to engage in the business specified in the request, regardless of the terms of this Agreement, if the business sought to be engaged in is not competitive with that of theCompany and does not pose a competitive threat to the Company. Any such permission granted by the Company must be in writing, shall extend only to the business specifically identified in Employee’s written request, and shall not otherwiseconstitute a wavier of the Company’s rights under this Agreement. 

3.6.  Common Law of Tortsand Trade Secrets.  The parties agree that nothing in this Agreement shall be construed to limit or negate the common law of torts or trade secrets where it provides the Company with broader protection than that provided herein.

4.        **RIGHTS DURING RESTRICTEDPERIOD**.    During the Restricted Period, the Employee shall have the right to vote the Restricted Stock and to receive cash dividends, stock dividends and other distributions made with respect to the Restricted Stock;however, all such stock dividends and other non-cash distributions shall be forfeitable and subject to the same restrictions as exist regarding the original shares of Restricted Stock. The Restricted Stock may not be sold, assigned, transferred,pledged or otherwise encumbered during the Restricted Period, except by will or the laws of descent and distribution. 

5.        **CUSTODY**.    The Restricted Stock maybe credited to the Employee in book entry form and held, along with any stock dividends relating thereto, in custody by the Company or an agent for the Company until the applicable restrictions have expired.

If any certificates are issued for shares of Restricted Stock or any such stock dividends during the Restricted Period, such certificates shall bear an appropriate legend as determined by theCompany referring to the applicable terms, conditions and restrictions and the Employee shall deliver a signed, blank stock power to the Company relating thereto. In no event will the issuance of shares occur later than two and one-half months afterthe end of the fiscal year. 

6.        **TAXWITHHOLDING**.    The Employee may satisfy any tax withholding obligations arising with respect to the Restricted Stock in whole or in part by tendering a check to the Company for any required amount, by election to have aportion of the shares withheld to defray all or a portion of any applicable taxes, or by election to have the Company or its subsidiaries withhold the required amounts from other compensation payable to the Employee. 

7.        **IMPACT ON OTHER BENEFITS**.    Thevalue of the Restricted Stock awarded hereunder, either on the Award Date or at the time such shares become vested, shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or itssubsidiaries. 

**IN WITNESS WHEREOF**, this Restricted Stock Award Agreement is executed by the parties asof the date set forth above. 

 
  BRIGGS & STRATTON CORPORATION  By:  
 
    Todd J. Teske    
President and

ChiefExecutive Officer

Date:                    
    
 
    «Name»