Exhibit
10.3


 


2005 Stock-Settled Stock
Appreciation Right Grant Terms and Conditions


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


 


	
  Purpose

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

   

  
	
  Stock-Settled

  Stock

  Appreciation

  Right

  	
  The
  right to receive a payment in Brunswick stock equal to the excess of the
  stock’s market value at exercise over the exercise price as established on
  the date of grant attributable to the number of underlying Stock-Settled
  Stock Appreciation Rights granted.

   

  
	
  Grant
  Date

  	
  January
  31, 2005

   

  
	
  Exercise
  Price

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

   

  
	
  Option
  Term

  	
  Stock
  settled SARs 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),

  •   Five years after termination if age and
  years of service equal 65 or more at the time of termination (SARs continue
  to vest per normal vesting schedule after 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).

   

  
	
  Vesting

  	
  Stock
  Settled SARs vest and become exercisable the earlier of:

  •   One-fourth of the SARs 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

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

   

  
	
  Exercise

  Settlement-

  Payment

  	
  On
  exercise, the number of shares of Brunswick stock delivered will be
  determined as follows:

  •   The difference between the closing market
  price on date of exercise and the exercise price will be determined.

  •   This difference will be multiplied by the
  number of SARs being exercised to determine the total dollar gain.

  •   The total dollar gain will be divided by
  the closing market price on date of exercise.

   

  



 













 


	
  Tax

  Withholding

  	
  The
  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, or by

  •   Selling shares 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 a SAR

   

  
	
  Additional

  Terms and

  Conditions

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

   

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

   

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

   

  



 


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


 


Questions should be directed
to


Lesley Harling


Shareholder Services


Brunswick Corporation


1 N. Field Court


Lake Forest, Illinois
60045-4811


847-735-4294


lesley.harling@brunswick.com