Exhibit 10.1


 


2004 Stock Option Grant Terms and
Conditions - U. S. Employees


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


 


	
  Purpose

  	
  To promote Brunswick’s
  long term financial interests and growth.

   

  
	
  Stock Option

  Grant

  	
  Right to purchase a
  stated number of common shares of Brunswick at a stated price (subject to
  adjustment for changes in capitalization and similar changes as provided in
  the Plan) for a term of up to ten years.

   

  
	
  Exercise Price

  	
  $ Closing price as
  reported for the New York Stock Exchange — Composite Transactions on date of
  grant.

   

  
	
  Grant Date

  	
  February 10, 2004

   

  
	
  Vesting

  	
  Options vest and become
  exercisable the earlier of:

   

  •  One-fourth of
  the total shares granted on each of the first, second, third, and fourth anniversaries
  following grant, so long as you continue to be employed by Brunswick or its
  designated affiliates on each such anniversary,

  •  Termination
  due to death, permanent disability (as defined below), or if age and years of
  service equals 65 or more at termination, or

  •  A Change in
  Control (as defined in the Plan).

   

  
	
  Notice of 

  Option Exercise

  	
  To exercise an option,
  or any part of an option, give written notice to Shareholder Services (at the
  address noted below) specifying:

   

  •  Date of
  exercise,

  •  Number of
  shares to be purchased,

  •  Method of
  option price payment,

  •  Method of tax
  payment,

  •  How purchased
  shares should be registered — in your name only or jointly with one
  individual, and

  •  Where
  purchased shares should be delivered.

   

  
	
  Option Exercise

  Payment / Tax

  Withholding

  	
  On exercise, the
  purchase price and resulting tax withholding liability (to meet required
  FICA, federal, state, and local withholding) can be paid in any combination
  of the following:

   

  •  Cash or
  check,

  •  “Exchange” of
  shares of Brunswick common stock owned for at least six months prior to
  exercise with a total market value equal to or greater than the option
  exercise price and minimum tax withholding liability,

  •  “Cashless
  Exercise” - simultaneous exercise and sale through brokerage firm designated
  by Brunswick,* or

  •  By tendering
  option shares (reducing the number of shares actually delivered through the
  exercise of an option) — to cover minimum tax withholding liability only.*

   

  *  Involves a “sale” of stock.  Trading stock based on insider information
  is prohibited.  Contact the Corporate
  Legal Department if you have any questions before you exercise an option.

   

  



 


This document constitutes part of
a prospectus covering securities that have been registered under the Securities
Act of 1933.








2004 Stock Option Grant Terms and
Conditions


Brunswick Corporation - U. S.
Employees


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


 


	
  Option Term

  	
  Stock options not
  exercised will be cancelled the earlier of:

   

  •  Ten years
  from date of grant, or

  •  Based on
  termination of employment in the following instances:

   

  •  Five years
  after termination due to death, permanent disability (as defined below), or
  if age and years of service equal 65 or more at the time of termination,

  •  Two years
  after termination following a Change in Control (as defined in the Plan),

  •  One year
  after involuntary termination without cause (for example, reductions-in-force
  or reorganization), or if your employer ceases to be a subsidiary of 

  Brunswick, unless the Committee provides otherwise,

  •  30 days after
  voluntary termination by you, or

  •  Last day of
  employment if involuntarily terminated for cause (willful misconduct in the
  performance of your duties).

   

  
	
  Transferability

  	
  Stock option rights may
  not be transferred, except as approved by the Human Resource and Compensation
  Committee of the Brunswick’s Board of Directors (the “Committee”) or by
  Brunswick’s Board of Directors.

   

  
	
  Additional

  Terms and

  Conditions

  	
  Stock option grants are
  subject to the terms of the Plan.  To
  the extent any provision herein conflicts with the Plan, the Plan shall
  govern.

   

  The Committee
  administers the Plan.  The Committee
  may interpret the Plan and adopt, amend and rescind administrative guidelines
  and other rules as deemed appropriate. 
  Committee determinations are binding.

   

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

   

  The Plan may be
  amended, suspended or terminated at any time.

   

  The Plan will be
  governed by the laws of the State of Illinois, without regard to the

  conflict of law provisions
  of any jurisdiction.

   

  



 


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


 


Questions should be directed to Shareholder
Services at (847) 735-4294 or write:


 


Shareholder Services


Brunswick Corporation


1 N. Field Court


Lake Forest, Illinois 60045-4811