Amended and Restated Briggs & Stratton Corp. Incentive Compensation Plan



  
 BRIGGS & STRATTON
CORPORATION 
  
 FORM 10-Q for Quarterly Period Ended September 26,
2004 
  
 Exhibit No. 10.5 
  
 AMENDED AND RESTATED BRIGGS & STRATTON 
 CORPORATION INCENTIVE COMPENSATION PLAN 
  
 As Modified October 29, 2004 
  









  
 THE BRIGGS & STRATTON
CORPORATION 
 INCENTIVE COMPENSATION PLAN 
  

Section 1. Purpose; Definitions. 
  
 The purpose of the Plan is to enable key employees and directors of the Company, its subsidiaries and affiliates to participate in the Company’s
future by offering them proprietary interests in the Company. The Plan also provides a means through which the Company can attract and retain key employees and directors of merit. 
  
 For purposes of the Plan, the following terms are defined as set forth below: 
  

	 	(a)	“Board” means the Board of Directors of the Company. 

  

	 	(b)	“Cash Bonus Award” means an award pursuant to Section 9. 

  

	 	(c)	“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. 

  

	 	(d)	“Commission” means the Securities and Exchange Commission or any successor agency. 

  

	 	(e)	“Committee” means the Committee referred to in Section 2. 

  

	 	(f)	“Company” means Briggs & Stratton Corporation, a corporation organized under the laws of the State of Wisconsin, or any successor corporation.


  

	 	(g)	“Deferred Stock” means an award made pursuant to Section 8. 

  

	 	(h)	“Directors’ Fees in Stock” means an award of stock made to a director pursuant to Section 10. 

  

	 	(i)	“Disability” means permanent and total disability as determined under procedures established by the Committee for purposes of the Plan. 

  

	 	(j)	“Early Retirement” means retirement from active employment with the Company, a subsidiary or affiliate pursuant to the early retirement provisions of the applicable
pension plan of such employer. 

  

	 	(k)	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. 

  

	 	(l)	 “Fair Market Value” means, except as provided in Sections 5(k) and 6(b)(ii), the mean, as of any given date, between the highest and lowest
reported sales prices of the Stock on the New York 



  

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Stock Exchange or, if no such sale of Stock occurs on the New York Stock Exchange on such date, the fair market value of the Stock as determined by the
Committee in good faith. 


  

	 	(m)	“Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the
Code. 

  

	 	(n)	“Non–Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option. 

  

	 	(o)	“Normal Retirement” means retirement from active employment or service with the Company, a subsidiary or affiliate at or after age 65 with respect to employees and
in accordance with the Board service policy with respect to Directors. 

  

	 	(p)	“Plan” means The Briggs & Stratton Corporation Incentive Compensation Plan, as set forth herein and as hereinafter amended from time to time.


  

	 	(q)	“Restricted Stock” means an award under Section 7. 

  

	 	(r)	“Retirement” means Normal or Early Retirement. 

  

	 	(s)	“Rule 16b–3” means Rule 16b–3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time.


  

	 	(t)	“Stock” means the Common Stock, $0.01 par value, of the Company. 

  

	 	(u)	“Stock Appreciation Right” means a right granted under Section 6. 

  

	 	(v)	“Stock Option” or “Option” means an option granted under Section 5. 

  
 In addition, the terms “Change in Control” and “Change in Control Price” have the meanings set forth in
Sections 11(b) and (c), respectively. 
  
 Section 2.
Administration. 
  
 For awards that may be granted to
eligible employees, the Plan shall be administered by the Compensation Committee of the Board or such other committee of the Board, which shall be constituted to permit the Plan to comply with Rule 16b–3 and Section 162(m) of the Code, who
shall be appointed by the Board and who shall serve at the pleasure of the Board. If at any time no Committee shall be in office, the functions of the Committee specified in the Plan shall be exercised by the Board. For awards that may be granted to
directors, the Plan shall be administered by the entire Board. The term “Committee” shall refer to the Compensation Committee of the Board or such other committee appointed by the Board with respect to the awards granted to eligible
employees and the entire Board with respect to awards that may be granted to directors. 
  
 The Committee shall have plenary authority to grant to eligible employees, pursuant to the terms of the Plan, Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock and Cash Bonus Awards. The
Committee shall have plenary authority to grant to directors, pursuant to the terms of the Plan, Non–Qualified Stock Options and Directors’ Fees in Stock. 
  

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 In particular, the Committee shall have the authority, subject to the terms of the Plan: 
  

	 	(a)	to select the officers and other key employees to whom Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock and Cash Bonus Awards may from time to time be
granted; 

  

	 	(b)	to select the directors to whom Non–Qualified Stock Options and Directors’ Fees in Stock may from time to time be granted; 

  

	 	(c)	to determine whether and to what extent awards are to be granted hereunder; 

  

	 	(d)	to determine the number of shares to be covered by each award granted hereunder; 

  

	 	(e)	to determine the terms and conditions of any award granted hereunder (including, but not limited to, the share price, any restriction or limitation and any vesting acceleration or
forfeiture waiver regarding any Stock Option or other award and the shares of Stock relating thereto, based on such factors as the Committee shall determine); 

  

	 	(f)	to adjust the performance goals and measurements applicable to performance–based awards pursuant to the terms of the Plan; 

  

	 	(g)	to determine under what circumstances a Stock Option may be settled in cash, Deferred Stock or Restricted Stock under Section 5(k); 

  

	 	(h)	to determine if and when any outstanding Stock Options shall be converted to Stock Appreciation Rights as described in Section 6(a) of this Plan; 

  

	 	(i)	to determine to what extent and under what circumstances Stock and other amounts payable with respect to an award shall be deferred; and 

  

	 	(j)	to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan. 

  
 The Committee may act only by a majority of its members then in office, except that the members thereof may authorize (a)
any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee, and (b) the chief executive officer of the Company to grant Restricted Stock to key employees who are not officers of the
Company. 
  
 Any determination made by the Committee pursuant to
the provisions of the Plan with respect to any award shall be made in its sole discretion at the time of the grant of the award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee
pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants. 
  
 Section 3. Stock Subject to Plan. 
  
 The total number of shares of Stock reserved and available for future distribution under the Plan upon its approval by shareholders at the 2004 annual
meeting shall be 8,000,000 shares. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. Only 4,000,000 shares in aggregate will be available for issuance as Restricted Stock or Deferred Stock, and only
1,000,000 shares in aggregate will be available for issuance as Incentive Stock Options. All Stock Options granted 

  

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under the Plan will be premium priced Stock Options with an exercise price of 110% of the Fair Market Value of the Company’s Stock on the date of grant.

  
 Subject to Section 6(e)(iv), if any shares of Stock that have
been optioned cease to be subject to a Stock Option, if any shares of Stock that are subject to any Restricted or Deferred Stock award are forfeited or if any Stock Option or other award otherwise terminates without a payment being made to the
participant in the form of Stock, such shares shall again be available for distribution in connection with awards under the Plan. 
  
 In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split or other change in corporate structure affecting
the Stock, such substitution or adjustments shall be made in the aggregate number of shares reserved for issuance under the Plan, in the number and option price of shares subject to outstanding Stock Options, and in the number of shares subject to
other outstanding awards granted under the Plan as may be determined to be appropriate by the Board, in its sole discretion; provided, however, that the number of shares subject to any award shall always be a whole number. Such adjusted option price
shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right associated with any Stock Option. 
  
 Except as stated above, no additional shares shall be added to the Plan without prior shareholder approval. 
  
 Section 4. Eligibility. 
  
 Officers and other key employees of the Company, its subsidiaries and
affiliates who are responsible for or contribute to the management, growth and profitability of the business of the Company, its subsidiaries or affiliates are eligible to be granted Stock Options, Stock Appreciation Rights, Restricted Stock,
Deferred Stock and Cash Bonus Awards. However, no employee shall be eligible to receive awards covering more than 230,000 Stock Options and Stock Appreciation Rights and 160,000 shares of Restricted Stock and Deferred Stock in any fiscal year.
Directors of the Company are eligible to be granted Non–Qualified Stock Options and Directors’ Fees in Stock. 
  
 Section 5. Stock Options. 
  
 Stock Options may be granted alone or in addition to other awards granted under the Plan and may be of two types: Incentive Stock Options and
Non–Qualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Committee may from time to time approve. 
  
 The Committee shall have the authority to grant any optionee Incentive Stock Options, Non–Qualified Stock Options or both types of Stock Options (in
each case with or without Stock Appreciation Rights). Incentive Stock Options may be granted only to employees of the Company and its subsidiaries (within the meaning of Section 425(f) of the Code). To the extent that any Stock Option does not
qualify as an Incentive Stock Option, it shall constitute a separate Non–Qualified Stock Option. 
  
 Stock Options shall be evidenced by option agreements, the terms and provisions of which may differ. An option agreement shall indicate on its face
whether it is an agreement for Incentive Stock Options or Non–Qualified Stock Options. The grant of a Stock Option shall occur on the date the Committee specifies by resolution, which shall be on or after the date it selects an individual as a
participant in any grant of Stock Options, determines the number of Stock Options to be granted to such individual and specifies the terms and provisions of the option agreement. The Company shall notify a participant of any grant of Stock 

  

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Options, and a written option agreement or agreements shall be duly executed and delivered by the Company. 
  
 Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered nor shall any discretion or authority granted under the Plan be exercised so as to disqualify the Plan under Section 422 of the Code or, without the consent of the optionee
affected, to disqualify any Incentive Stock Option under such Section 422. 
  
 Options granted under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions as the Committee shall deem desirable: 
  

	 	(a)	Option Price. The option price per share of Stock purchasable under a Stock Option shall be equal to 110% of the Fair Market Value of the Stock at time of grant.


  

	 	(b)	Option Term. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable more than 10 years after the date the Option is
granted, and no Non–Qualified Stock Option shall be exercisable more than 10 years and one day after the date the Option is granted. 

  

	 	(c)	Exercisability. Stock Options shall be exercisable commencing 3 years after the grant date, subject to Sections 5(f), (g) and (h) and such other terms and conditions as shall
be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the
Committee may determine. 

  

	 	(d)	Method of Exercise. Subject to the provisions of this Section 5, Stock Options may be exercised, in whole or in part, at any time during the option exercise period by giving
written notice of exercise to the Company specifying the number of shares to be purchased. 

  
 Such notice shall be accompanied by payment in full of the purchase price by certified or bank check or such other instrument as the Company may accept.
As determined by the Committee, payment in full or in part may also be made in the form of unrestricted Stock already owned by the optionee or, in the case of the exercise of a Non–Qualified Stock Option, Restricted Stock or Deferred Stock
subject to an award hereunder (based, in each case, on the Fair Market Value of the Stock on the date the Stock Option is exercised); provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of
already owned shares may be authorized only at the time the Stock Option is granted. 
  
 If payment of the option exercise price of a Non–Qualified Stock Option is made in whole or in part in the form of Restricted Stock or Deferred Stock, such Restricted Stock or Deferred Stock (and any replacement
shares relating thereto) shall remain (or be) restricted or deferred, as the case may be, in accordance with the original terms of the Restricted Stock award or Deferred Stock award in question, and any additional Stock received upon the exercise
shall be subject to the same forfeiture restrictions or deferral limitations, unless otherwise determined by the Committee. 
  
 No shares of Stock shall be issued until full payment therefor has been made. Subject to any forfeiture restrictions or deferral limitations that may
apply if a Stock Option is exercised using Restricted Stock or Deferred Stock, an optionee shall have all of the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends, with respect to
shares subject to the Stock Option when the optionee has given written notice of 

  

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exercise, has paid in full for such shares and, if requested, has given the representation described in Section 15(a). 
  

	 	(e)	Non–transferability of Options. No Stock Option shall be transferable by the optionee other than by will or by the laws of descent and distribution, and all Stock
Options shall be exercisable, during the optionee’s lifetime, only by the optionee or by the guardian or legal representative of the optionee, it being understood that the terms “holder” and “optionee” include the guardian
and legal representative of the optionee named in the option agreement and any person to whom an option is transferred by will or the laws of descent and distribution. 

  

	 	(f)	Termination by Death. Subject to Section 5(j), if an optionee’s employment or service terminates by reason of death, any Stock Option held by such optionee may
thereafter be exercised, to the extent then exercisable for the balance of the term of the Stock Option or, if the Stock Option is not yet exercisable on the optionee’s date of death, for a period of one year (or such other period as the
Committee may specify) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. 

  

	 	(g)	Termination by Reason of Disability. Subject to Section 5(j), if an optionee’s employment or service terminates by reason of Disability, any Stock Option held by such
optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of termination or on such accelerated basis as the Committee may determine, for a period of three years (or such shorter period as the Committee may
specify at grant) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that, if the optionee dies within such three–year period (or such shorter
period), any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such three–year (or such shorter) period, continue to be exercisable to the extent to which it was exercisable at the time of death for a
period of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of termination by reason of Disability, if an Incentive Stock Option is exercised after
the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non–Qualified Stock Option. 

  

	 	(h)	Termination by Reason of Retirement. Subject to Section 5(j), if an optionee’s employment or service terminates by reason of Retirement, any Stock Option held by such
optionee may thereafter be exercised by the optionee, to the extent it was exercisable at the time of such Retirement or on such accelerated basis as the Committee may determine, for a period of three years (or such shorter period as the Committee
may specify at grant) from the date of such termination or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that, if the optionee dies within such three–year (or such shorter)
period any unexercised Stock Option held by such optionee shall, notwithstanding the expiration of such three–year (or such shorter) period, continue to be exercisable to the extent to which it was exercisable at the time of death for a period
of 12 months from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter. In the event of termination by reason of Retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non–Qualified Stock Option. 

  

	 	(i)	 Other Termination. Unless otherwise determined by the Committee, if an optionee’s employment or service terminates for any reason other than death,
Disability or Retirement, the Stock Option shall thereupon terminate, except that such Stock Option, to the extent then exercisable, may be exercised for the balance of such Stock Option’s term. Notwithstanding the foregoing, if an
optionee’s employment or service terminates at or after a Change in Control (as defined in 



  

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Section 12(b)), other than by reason of death, Disability or Retirement, any Stock Option held by such optionee shall be exercisable for the lesser of (x)
six months and one day, and (y) the balance of such Stock Option’s term pursuant to Section 5(b). 


  

	 	(j)	Incentive Stock Option Limitations. To the extent required for “incentive stock option” status under Section 422 of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the Stock with respect to which Incentive Stock Options granted after 1986 are exercisable for the first time by the optionee during any calendar year under the Plan and any other stock option plan of any
subsidiary or parent corporation (within the meaning of Section 425 of the Code) after 1986 shall not exceed $100,000. 

  
 The Committee is authorized to provide at grant that, to the extent permitted under Section 422 of the Code, if a participant’s employment with the
Company and its subsidiaries is terminated by reason of death, Disability or Retirement and the portion of any Incentive Stock Option that is otherwise exercisable during the post–termination period specified under Sections 5(f), (g) or (h),
applied without regard to this Section 5(j), is greater than the portion of such option that is exercisable as an “incentive stock option” during such post–termination period under Section 422, such post–termination period shall
automatically be extended (but not beyond the original option term) to the extent necessary to permit the optionee to exercise such Incentive Stock Option (either as an Incentive Stock Option or, if exercised after the expiration periods that apply
for the purposes of Section 422, as a Non–Qualified Stock Option). 
  

	 	(k)	Cashing Out of Option: Settlement of Spread Value in Deferred or Restricted Stock. On receipt of written notice to exercise, the Committee may elect to cash out all or part
of the portion of any Stock Option to be exercised by paying the optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of the Stock over the option price (the “Spread Value”) on the effective date of such cash
out. 

  
 Cash outs relating to options held by
optionees who are actually or potentially subject to Section 16(b) of the Exchange Act shall comply with the “window period” provisions of Rule 16b–3, to the extent applicable, and, in the case of cash outs of Non–Qualified Stock
Options held by such optionees, the Committee may determine Fair Market Value under the pricing rule set forth in Section 6(b)(ii)(B). 
  
 In addition, if the option agreement so provides at grant or is amended after grant and prior to exercise to so provide (with the optionee’s
consent), the Committee may require that all or part of the shares to be issued with respect to the Spread Value payable in the event of a cash out of an unexercised Stock Option or the Spread Value portion of an exercised Stock Option take the form
of Deferred or Restricted Stock, which shall be valued on the date of exercise on the basis of the Fair Market Value of such Deferred or Restricted Stock, determined without regard to the deferral limitations or forfeiture restrictions involved.
Notwithstanding any other provision of this Plan, upon a Change in Control (as defined in Section 11(b)) other than a Change in Control specified in clause (i) of Section 11(b) arising as a result of beneficial ownership (as defined therein) by the
Participant of Outstanding Company Common Stock or Outstanding Company Voting Securities (as such terms are defined below), in the case of Stock Options other than Stock Options held by an officer or director of the Company (within the meaning of
Section 16 of the Exchange Act) which were granted less than six months prior to the Change in Control, during the 60–day period from and after a Change in Control (the “Exercise Period”), unless the Committee shall determine
otherwise at the time of grant, an optionee shall have the right, in lieu of the payment of the exercise price of the shares of Stock being purchased under the Stock Option and by giving notice to the Company, to elect (within the Exercise Period)
to surrender all or part of the Stock Option to the Company and to receive cash, within 30 days of such notice, in 

  

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an amount equal to the amount by which the “Change in Control Price” (as defined in Section 11(c)) per share of Stock on the date of such election
shall exceed the exercise price per share of Stock under the Stock Option multiplied by the number of shares of Stock granted under the Stock Option as to which the right granted under this Section 5(k) shall have been exercised. 
  
 Section 6. Stock Appreciation Rights. 
  

	 	(a)	Grant of SARs. Stock Appreciation Rights may be granted alone (“Freestanding SARs”) or in conjunction with all or part of any Stock Option granted under the Plan
(“Tandem SARs”), or in any combination of these forms of SARs. The Committee shall determine the officers and key employees to whom and the time or times at which SAR grants will be made, the number of SARs to be awarded, the time or times
within which such awards may be subject to forfeiture and any other terms and conditions of the awards. In the case of Stock Appreciation Rights granted in conjunction with a Non–Qualified Stock Option, such rights may be granted either at or
after the time of grant of such Stock Option. In the case of SARs granted in conjunction with an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. Each SAR Award shall be evidenced by an agreement
that shall specify the Grant Price, the term of the SAR and such other provisions as the Committee shall determine. 

  

	 	(b)	Grant Price. The Grant Price for each SAR shall be determined by the Committee and shall be specified in the agreement. The Grant Price of a Freestanding SAR shall be equal
to 110% of the Fair Market Value of the Shares on the date of grant. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option. 

  

	 	(c)	Term of SAR. The term of an SAR granted under the Plan shall be determined by the Committee, in its sole discretion, and specified in the SAR Award Agreement. A Tandem SAR
shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise determined by the Committee at the time of grant, a Stock Appreciation Right granted with respect to less than
the full number of shares covered by a related Stock Option shall not be reduced until the number of shares covered by an exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock Appreciation Right.


  

	 	(d)	Exercise of SARs. A Freestanding SAR may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes. A Tandem SAR may be exercised by an
optionee in accordance with Section 6(e) by surrendering the applicable portion of the related Stock Option in accordance with procedures established by the Committee. Upon such exercise and surrender, the optionee shall be entitled to receive an
amount determined in the manner prescribed in Section 6(e). Stock Options which have been so surrendered shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised. 

  

	 	(e)	General Terms and Conditions. SARs shall be subject to such terms and conditions as shall be determined by the Committee, including the following: 


 

	 	(i)	A Stock Appreciation Right shall not be exercisable during the first six months of its term by an individual who is actually or potentially subject to Section 16(b) of the Exchange
Act, except that this limitation shall not apply in the event of death or Disability of the optionee prior to the expiration of the six–month period. Tandem SARs shall be exercisable only at such time or times and to the extent that the Stock
Options to which they relate are exercisable in accordance with the provisions of Section 5 and this Section 6. Notwithstanding the foregoing, 

  

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	 	(ii)	Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive an amount in cash, shares of Stock or both equal in value to the excess of the Fair Market
Value of one share of Stock over the option price per share specified in the agreement multiplied by the number of shares in respect of which the Stock Appreciation Right shall have been exercised, with the Committee having the right to determine
the form of payment. 

  
 In the case of Stock
Appreciation Rights held by individuals who are actually or potentially subject to Section 16(b) of the Exchange Act, the Committee: 
  

	 	(a)	may require that such Stock Appreciation Rights be exercised only in accordance with the applicable “window period” provisions of Rule 16b–3; and


  

	 	(b)	in the case of Stock Appreciation Rights relating to Non–Qualified Stock Options, may provide that the amount to be paid upon exercise of such Stock Appreciation Rights during
a Rule 16b–3 “window period” shall be based on the highest mean sales price of the Stock on the New York Stock Exchange on any day during such “window period”. 

  

	 	(iii)	Except as otherwise provided in the agreement or otherwise determined at any time by the Committee, no Freestanding SAR granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Tandem SARs shall be transferable only when and to the extent that the underlying Stock Option would be transferable under Section 5(e).


  

	 	(iv)	Upon the exercise of a Tandem SAR, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the
limitation set forth in Section 3 on the number of shares of Stock to be issued under the Plan, but only to the extent of the number of shares issued under the Stock Appreciation Right at the time of exercise based on the value of the Stock
Appreciation Right at such time. 

  

	 	(f)	SARS in substitution for Stock Options. In the event the Company is not accounting for equity compensation under APB Opinion No. 25, the Committee shall have the ability to
substitute Stock Appreciation Rights for outstanding Stock Options, without receiving an optionee’s permission and with such Stock Appreciation Rights to be paid in Stock or cash, at the Committee’s discretion. The terms of the substituted
Stock Appreciation Rights shall be the same as the terms of the Stock Options and the aggregate difference between the Fair Market Value of the underlying Stock and the grant price of the Stock Appreciation Rights shall be equivalent to the
aggregate difference between the Fair Market Value of the underlying Stock and the option price of the Stock Options. If, in the opinion of the Company’s auditors, this provision creates adverse accounting consequences for the Company, the
Committee shall have the authority to revoke this provision, after which it shall be considered null and void. 

  
 Section 7. Restricted Stock. 
  

	 	(a)	 Administration. Shares of Restricted Stock may be issued either alone or in addition to other awards granted under the Plan. The Committee shall determine
the officers and key employees to whom and the time or times at which grants of Restricted Stock will be made, the number of 



  

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shares to be awarded, the time or times within which such awards may be subject to forfeiture and any other terms and conditions of the awards, in addition
to those contained in Section 7(c). 


  
 The
Committee may condition the grant of Restricted Stock upon the attainment of specified performance goals or such other factors or criteria as the Committee shall determine. The provisions of Restricted Stock awards need not be the same with respect
to each recipient. 
  

	 	(b)	Awards and Certificates. Each participant receiving a Restricted Stock award shall be issued a certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form: 

  
 “The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including forfeiture) of The Briggs & Stratton Corporation Incentive Compensation Plan and a Restricted Stock Agreement. Copies of such Plan and Agreement are on file at the offices of
Briggs & Stratton Corporation, 12301 West Wirth Street, Wauwatosa, Wisconsin 53222.” 
  
 The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Restricted Stock award, the
participant shall have delivered a stock power, endorsed in blank, relating to the Stock covered by such award. 
  

	 	(c)	Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions: 

  

	 	(i)	Subject to the provisions of the Plan and the Restricted Stock Agreement referred to in Section 7(c)(vi), during a period set by the Committee, commencing with the date of such
award (the “Restriction Period”), the participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of Restricted Stock. Within these limits, the Committee may provide for the lapse of such restrictions
in installments and may accelerate or waive such restrictions, in whole or in part, based on service, performance and such other factors or criteria as the Committee may determine. 

  

	 	(ii)	Except as provided in this paragraph (ii) and Section 7(c)(i), the participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the
Company, including the right to vote the shares and the right to receive any cash dividends. If required by the Committee, cash dividends shall be automatically deferred and reinvested in additional Restricted Stock and dividends payable in Stock
shall be paid in the form of Restricted Stock. 

  

	 	(iii)	Except to the extent otherwise provided in the applicable Restricted Stock Agreement and Sections 7(c)(i) and (iv), upon termination of a participant’s employment for any
reason during the Restriction Period, all shares still subject to restriction shall be forfeited by the participant. 

  

	 	(iv)	In the event of hardship or other special circumstances of a participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in
part any or all remaining restrictions with respect to such participant’s shares of Restricted Stock. 

  

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	 	(v)	If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, unlegended certificates for such shares shall be
delivered to the participant. 

  

	 	(vi)	Each award shall be confirmed by, and be subject to the terms of, a Restricted Stock Agreement. 

  
 Section 8. Deferred Stock. 
  

	 	(a)	Administration. Deferred Stock may be awarded either alone or in addition to other awards granted under the Plan. The Committee shall determine the officers and key employees
to whom and the time or times at which Deferred Stock shall be awarded, the number of shares of Deferred Stock to be awarded to any participant, the duration of the period (the “Deferral Period”) during which, and the conditions under
which, receipt of the Stock will be deferred and any other terms and conditions of the award, in addition to those contained in Section 8(b). The Committee may condition the grant of Deferred Stock upon the attainment of specified performance goals
or such other factors or criteria as the Committee shall determine. The provisions of Deferred Stock awards need not be the same with respect to each recipient. 

  

	 	(b)	Terms and Conditions. Deferred Stock awards shall be subject to the following terms and conditions: 

  

	 	(i)	Subject to the provisions of the Plan and the Deferred Stock Agreement referred to in Section 8(b)(vii), Deferred Stock awards may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Deferral Period. At the expiration of the Deferral Period (or Elective Deferral Period as defined in Section 8(b)(vi), where applicable), share certificates shall be delivered to the participant for the shares covered
by the Deferred Stock award. 

  

	 	(ii)	Unless otherwise determined by the Committee, amounts equal to any dividends declared during the Deferral Period with respect to the number of shares covered by a Deferred Stock
award will be awarded, automatically deferred and deemed to be reinvested in additional Deferred Stock. 

  

	 	(iii)	Except to the extent otherwise provided in the applicable Deferred Stock Agreement and Sections 8(b)(iv) and (v), upon termination of a participant’s employment for any reason
during the Deferral Period, the rights to the shares still covered by the Deferred Stock award shall be forfeited. 

  

	 	(iv)	Based on service, performance and such other factors or criteria as the Committee may determine, the Committee may provide for the lapse of deferral limitations in installments and
may accelerate the vesting of all or any part of any Deferred Stock award and waive the deferral limitations for all or any part of such award. 

  

	 	(v)	In the event of hardship or other special circumstances of a participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in
part any or all remaining deferral limitations with respect to any or all of such participant’s Deferred Stock. 

  

	 	(vi)	 A participant may elect to further defer receipt of the Deferred Stock payable under an award (or an installment of an award) for a specified period or until a
specified event (the 



  

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“Elective Deferral Period”), subject in each case to the Committee’s approval and to such terms as are determined by the Committee. Subject to
any exceptions adopted by the Committee, such election must generally be made at least 12 months prior to completion of the Deferral Period for the award (or for such installment of an award). 


  

	 	(vii)	Each award shall be confirmed by, and be subject to the terms of, a Deferred Stock Agreement. 

  
 Section 9. Cash Bonus Awards. 
  

	 	(a)	Administration. The Committee may establish cash bonus awards for executive officers either alone or in addition to other awards granted under the Plan. The Committee shall
determine the time or times at which bonus awards shall be granted, and the conditions upon which such awards will be paid. 

  

	 	(b)	Terms and Conditions. 

  

	 	(i)	A cash bonus award shall be paid solely on account of the attainment of one or more preestablished, objective performance goals. Performance goals shall be based on one or more
business criteria that apply to the individual, a business unit, or the corporation as a whole. It is intended that any performance goal will be in a form which relates the bonus to an increase in the value of the Company to its shareholders.
Economic Value Added (“EVA®”) improvement
is the financial performance measure most closely correlated with increases in shareholder value. In general, EVA is the excess of net operating profit after taxes, less a capital charge which is intended to represent the return expected by the
providers of the Company’s capital. Performance goals may also include stock price, market share, sales, earnings per share, return on equity, or costs. In addition, performance goals for any individual who is not a “covered
employee”, as that term is defined in Section 162(m) of the Code, may be based upon such other factors as the Committee may determine. 

  

	 	(ii)	Performance goals shall be established in writing by the Committee not later than 90 days after the commencement of the period of service to which the performance goal relates. The
preestablished performance goal must state, in terms of an objective formula or standard, the method for computing the amount of compensation payable to any employee if the goal is attained. It is intended that the bonus formula will be based upon a
percentage of an individual’s salary or base pay. Upon approval of the Plan by shareholders at the 2004 annual meeting, in no event shall the maximum bonus payable to any individual in any fiscal year exceed $3,000,000.


  

	 	(iii)	Following the close of the performance period, the Committee shall determine whether the performance goal was achieved, in whole or in part, and determine the amount payable to each
individual. 

  

	Section 10.	Directors’ Fees in Stock 

  
 The Board (acting as the Committee under the Plan) may pay all, or such portion as it shall from time to time determine, of the retainer and fees payable
to the members of the Board in shares of Stock. The number of shares to be issued to directors, in lieu of the cash compensation to which they would otherwise 

  

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be entitled, shall be determined by the Board. The Board may permit directors to defer the issuance of Stock hereunder in accordance with such rules as the
Board may determine. 
  
 Section 11. Change In Control Provisions.

  

	 	(a)	Impact of Event. Notwithstanding any other provision of the Plan to the contrary, in the event of a Change in Control (as defined in Section 11(b)): 


 

	 	(i)	Any Stock Appreciation Rights and Stock Options outstanding as of the date such Change in Control is determined to have occurred and not then exercisable and vested shall become
fully exercisable and vested to the full extent of the original grant; provided, however, that, in the case of the holder of Stock Appreciation Rights who is actually subject to Section 16(b) of the Exchange Act, such Stock Appreciation Rights shall
have been outstanding for at least six months at the date such Change in Control is determined to have occurred. 

  

	 	(ii)	The restrictions and deferral limitations applicable to any Restricted Stock, Deferred Stock and Stock Purchase Rights shall lapse, and such Restricted Stock, Deferred Stock and
Stock Purchase Rights shall become free of all restrictions and fully vested to the full extent of the original grant. 

  

	 	(b)	Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events: 


 

	 	(i)	The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d–3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of Stock of the Company (the “outstanding Company
Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that
the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction described in clauses (i), (ii) and (iii) of paragraph (3) of this subsection (b) of this Section 11; or


  

	 	(ii)	Individuals who, as of December 1, 1989, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to December 1, 1989 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the
lncumbent Board shall be considered as though such individual were 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 a Person other than the Board; or 

  

	 	(iii)	 Approval by the shareholders of the Company and the subsequent consummation of a reorganization, merger or consolidation (a “Business Combination”), in
each case, unless, following such Business Combination, (i) all or substantially all of the individuals and 



  

 14 









	 	 
entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then 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 Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of
the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business
Combination; or 


  

	 	(iv)	Approval by the shareholders of the Company and the subsequent consummation of (i) a complete liquidation or dissolution of the Company or (ii) the sale or other disposition of all
or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) less than 20% of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by any Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation), except to the extent that such Person owned 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the sale or disposition and (C) at
least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such sale or other disposition of
assets of the Company or were elected, appointed or nominated by the Board. 

  

	 	(c)	 Change in Control Price. For purposes of the Plan, “Change in Control Price” means the highest price per share paid in any transaction reported on
the New York Stock Exchange Composite Index or paid or offered in any bona fide transaction related to a potential or actual change in control of the Company at any time during the preceding 60 day period as determined by the Committee, except that,
in the case of Incentive Stock Options and Stock Appreciation Rights 



  

 15 









	 	 
relating to Incentive Stock Options, such price shall be based only on transactions reported for the date on which the Committee decides to cash out such
options. 


  
 Section 12. Amendments and
Termination. 
  
 The Board may amend, alter, or
discontinue the Plan but no amendment, alteration or discontinuation shall be made which would impair the rights of an optionee under a Stock Option or a recipient of a Stock Appreciation Right, Restricted Stock Award, Deferred Stock Award and Cash
Bonus Award theretofore granted without the optionee’s or recipient’s consent, or without the approval of the Company’s stockholders, if shareholder approval of the change would be required to comply with Rule 16b–3 or the Code.

  
 The Committee may amend the terms of any Stock Option or other
award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any holder without the holder’s consent. Options issued under any of the Corporation’s existing stock option plans will not be
repriced, replaced, or regranted through cancellation, or by lowering the option exercise price of a previously granted award, without the prior approval of the Company’s shareholders. 
  
 Subject to the above provisions, the Board shall have authority to amend the
Plan to take into account changes in law and tax and accounting rules, as well as other developments. 
  
 Section 13. Unfunded Status of Plan. 
  
 It is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or make payments; provided, however, that, unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.

  
 Section 14. General Provisions. 
  

	 	(a)	The Committee may require each person purchasing shares pursuant to a Stock Option or a Stock Purchase Right to represent to and agree with the Company in writing that the optionee
or participant is acquiring the shares without a view to the distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. 

  
 All certificates for shares of Stock or other securities delivered under the
Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Commission, any stock exchange upon which the Stock is then listed and any
applicable Federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 
  

	 	(b)	Nothing contained in this Plan shall prevent the Company, a subsidiary or affiliate from adopting other or additional compensation arrangements for its employees.


  

	 	(c)	The adoption of the Plan shall not confer upon any employee any right to continued employment nor shall it interfere in any way with the right of the Company, a subsidiary or
affiliate to terminate the employment of any employee at any time. 

  

 16 









	 	(d)	No later than the date as of which an amount first becomes includible in the gross income of the participant for Federal income tax purposes with respect to any award under the
Plan, the participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any Federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless
otherwise determined by the Company, withholding obligations may be settled with Stock, including Stock that is part of the award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on
such payment or arrangements, and the Company, its subsidiaries and affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the participant. 

  

	 	(e)	At the time of grant, the Committee may provide in connection with any grant made under this Plan that the shares of Stock received as a result of such grant shall be subject to a
right of first refusal pursuant to which the participant shall be required to offer to the Company any shares that the participant wishes to sell at the then Fair Market Value of the Stock, subject to such other terms and conditions as the Committee
may specify at the time of grant. 

  

	 	(f)	The reinvestment of dividends in additional Deferred or Restricted Stock at the time of any dividend payment shall only be permissible if sufficient shares of Stock are available
under Section 3 for such reinvestment (taking into account then outstanding Stock Options, Stock Purchase Rights and other Plan awards). 

  

	 	(g)	The Committee shall establish such procedures as it deems appropriate for a participant to designate a beneficiary to whom any amounts payable in the event of the participant’s
death are to be paid. 

  

	 	(h)	The Plan and all awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. 

  

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