exhibit10_1.htm


    EXHIBIT
10.1

     

     

    BRUNSWICK
CORPORATION

     

    These
TERMS AND CONDITIONS OF EMPLOYMENT (the “Agreement”) made in Lake County,
Illinois, as of October 29, 2008 (the “Effective Date”), between Brunswick
Corporation, a Delaware corporation with its headquarters at 1 N. Field Court,
Lake Forest, Illinois, 60045 (the “Company”), and Peter B. Hamilton (the
“Executive”).

     

     

    WITNESSETH:

     

    A. WHEREAS,
the Executive was previously employed by the Company, pursuant to Terms and
Conditions of Employment, dated as of January 18, 2007, and Attachment A to the
Executive Severance Benefits and Change in Control Agreement, dated November 1,
2000 (such Terms and Conditions of Employment and such Attachment A,
collectively, the “Initial Agreement”); and

     

    B. WHEREAS,
the Executive rejoined the Company, effective September 15, 2008, to serve as
its Senior Vice President and Chief Financial Officer;

     

    C. 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 employ the Executive upon the terms and conditions, and in consideration of
the compensation and benefits, provided herein; and

     

    D. 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

     

    E. 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

     

    F. 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.

     

    G. THEREFORE,
in consideration of the foregoing and the agreements of the parties described
below, 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 Senior Vice President and Chief
Financial Officer.  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 Chief
Executive Officer.

       

      (b) Performance of
Duties.  Subject to the provisions of Section 6, below,
Executive shall diligently perform his duties as Senior Vice President and Chief
Financial Officer 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
Senior Vice President and Chief Financial Officer 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 $535,000 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, and shall be paid to the Executive
in accordance with the terms of the BPP.  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 45,000 shares of Company stock.

     

    (c) [Reserved]

     

    (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) [Reserved]

     

    (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) [Reserved]

     

    (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 within 30 days after termination of the Executive’s
employment.  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, 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.  Furthermore, to the
extent the Executive receives compensation that is subject to deferral pursuant
to the Company’s 2005 Automatic Deferred Compensation Plan (or any successor or
replacement plans as may be determined by the Board or the Committee), such
compensation shall be deferred automatically thereunder.

     

    (j) Retirement
Plans.  The Executive is currently receiving the pension
benefits he accrued during his previous employment with the Company pursuant to
the Brunswick Pension Plan for Salaried Employees (“Pension Plan”) and the
Brunswick Supplemental Pension Plan (“Supplemental Plan”).  During the
Executive’s employment pursuant to this Agreement, the Executive will continue
to receive his accrued and vested benefits pursuant to the terms of the Pension
Plan and Supplemental Plan.  For the avoidance of doubt, the rights of
the Executive pursuant to the Pension Plan and the Supplemental Plan that are
accrued and vested as of the date of this Agreement shall not be impaired as a
result of the Executive’s employment hereunder, and the Executive’s benefits
under the Pension Plan and the Supplemental Plan are calculated based on the
Executive’s 25 years of credited service as of January 31,
2007.  During the Term, the Executive shall not accrue any additional
benefits under the Pension Plan or the Supplemental Plan, and instead, the
Executive shall participate in the Brunswick Rewards Plan and any and all
successor or replacement plans as may be determined by the Board or the
Committee.

     

     

    
      
        
        

      

      
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      (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) Product
Programs.  During the period of the Executive’s employment
hereunder, the Executive shall be entitled to obtain Company products under the
Executive Product Program and 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.

     

    
      
        
        

      

      
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      (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.) Subject
to Section 7, 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 (except for payments under Sections 4(j) and 6(f), which
shall not be affected) 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, (C) subject to the following
provisos, the Executive will be required to pay to the Company, in cash, within
five business days after written demand is made therefor by the Company, an
amount equal to any payments received by the Executive under Section 6(b) and
(D) 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 Executive’s termination of employment for any reason 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.

     

    
      
        
        

      

      
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      6. Termination
Provisions.

       

      (a) [Reserved]

       

      (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) if the Executive’s employment
terminates on or prior to December 31, 2010, the Executive’s targeted bonus
under the Brunswick Strategic Incentive Plan (“SIP”) for the 2005-2006 period,
and if the Executive’s employment terminates after December 31, 2010, the amount
in this clause (y) shall be zero, 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).  The Total Change in Control Payment
shall be paid on the date that the release described in Section 6(h)
becomes effective and irrevocable (the “Release Effective
Date”).

    

     

    (ii.) If such
termination occurs prior to the payment of the Executive’s Annual Bonus payable
with respect to the immediately preceding calendar year, payment of such Annual
Bonus for such period, in the amount, and at such time, as he would otherwise
have been entitled under the terms of the BPP 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 outstanding stock options, stock
appreciation rights, restricted stock units, restricted shares and other
equity-based awards (the “Equity Incentives”) held by the Executive will become
fully vested and, if applicable, immediately exercisable, and will remain
outstanding pursuant to their terms.  The treatment of all awards held
by the Executive that are subject to performance-based vesting criteria shall be
governed by the terms and conditions of the equity compensation plans and award
agreements and/or award terms 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 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 and his Eligible
Dependents become 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 will cease.  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).  Notwithstanding anything to the contrary in this Section
6(b)(iv), in the event the Executive attains age 65 prior to the third
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 if the
commencement of benefits under this Section 6(b)(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(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 his estate (as
applicable) shall be entitled to:

     

    (i.) Payment
of any unpaid Base Salary accrued through the date of termination (to be paid on
the scheduled payment date for such Base Salary) and any unreimbursed business
expenses incurred through the date of termination.

     

    (ii.) Subject
to Section 6(h), 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 (to be paid on the Release Effective Date).

     

    (iii.) If such
termination occurs prior to the payment of the Executive’s Annual Bonus payable
with respect to the immediately preceding calendar year, payment of such Annual
Bonus for such period, in the amount, and at such time, as he would otherwise
have been entitled under the terms of the BPP had employment not
terminated.

     

    
      
        
        

      

      
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      (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 (to be
paid on the scheduled payment date for such Base Salary), 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) and payments under Sections 4(j) and 6(f).  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 he 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 Without Cause or
Due to Voluntary Resignation.  In the event that, during the
term the Executive's employment terminates for any reason that is not set forth
in the foregoing Section 6(b), (c) or (d) (including, without limitation,
termination of the Executive's employment by the Company without Cause, other
than during the two-year period following a Change in Control, and the
Executive's voluntary resignation, other than a resignation for Good Reason
during the two-year period following a Change in Control), in each case, 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 (to be paid on the scheduled payment date for such Base
Salary), 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), payments under Section 4(j) and the
payments and benefits set forth in Section 6(f) below.  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 (including, without limitation, any plans providing for
Equity Incentives), in each case subject to, and in accordance with, the terms
of such plans.

       

    

    (f) Benefits from Previous
Employment.  In addition to any rights to which the Executive
may be entitled under Sections 6(b) through 6(e), above, during the Executive’s
employment (other than in the case of Section 6(f)(i) below) and in the event
the Executive’s employment is terminated for any reason, the Executive shall be
entitled to the following, which, for the avoidance of doubt, shall not be
reduced or impaired in any way by the Executive's employment
hereunder:

     

    (i.) The
Executive and, to the extent applicable, the Executive’s spouse shall be
entitled to receive retiree medical benefit coverage, commencing on the date of
termination, to the same extent as is applicable in the case of other similarly
situated executives leaving the employ of the Company at the time of the
Executive’s date of termination, based on the Executive’s credited service with
the Company at such time, which shall include all service credited to the
Executive for purposes of retiree medical benefits as of January 31, 2007
(which, for the avoidance of doubt, is 25 years of credited service) plus any
additional service credited to the Executive from September 15, 2008 until the
date the Executive’s employment terminates; provided, however, that in the
event of a termination of employment that entitles the Executive to benefits
under Section 6(b)(iv) of this Agreement, the provisions of this paragraph shall
apply after the period of welfare benefit coverage provided under Section
6(b)(iv).

     

    (ii.) With
respect to stock options and stock appreciation rights outstanding as of January
31, 2007, the Executive’s employment under this Agreement and any subsequent
termination of employment under this Agreement shall not affect the terms and
conditions of any such awards, and such awards shall continue in effect as if
the Executive had not become employed by the Company, or subsequently terminated
employment, hereunder.

     

    (iii.) The
Executive shall be entitled to participate in the Company’s life insurance plan
for senior executives (formerly the “Split Dollar Life Insurance Plan”) and
receive payments of $130,935 in 2009, 2010 and 2011 under the terms and
conditions described in a Memorandum dated February 19, 2003 and incorporated
herein by reference.

     

    (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 sixty (60) calendar days after the
date of such notice and no later than the second anniversary of the date of the
occurrence of the event giving rise to Good Reason; 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).

     

     

    
      
        
        

      

      
        6

        
        

      

      
        
        

      

    

     

    (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.  Subject to Section 7, any payments or benefits made
pursuant to this Section 6 (other than pursuant to Section 6(f)) will be subject
to and conditioned upon the Executive’s compliance with the provisions,
restrictions and limitations of Section 5 of this Agreement, but not otherwise
subject to offset or mitigation.  In addition, unless (i) effective on
the date of termination, the Executive resigns from all offices, directorships
and fiduciary positions with the Company and (ii) on or prior to the sixtieth
(60th) day following the date of termination, (A) the Executive or the
Executive’s estate (as applicable) shall have signed, and the Company shall have
received, 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 (B) such Release
and Agreement shall have become irrevocable, (x) no payment shall be paid or
made available to the Executive under Section 6(b)(i), (y) no unvested Equity
Incentive shall become vested pursuant to Section 6(b)(iii) and instead, all
then unvested Equity Incentives shall be immediately forfeited, and (z) the
Company shall be relieved of all obligations to make any further payments, or
provide or make available any Benefits, to the Executive pursuant to Section
6(b)(iv) and (b) the Executive shall be required to repay the Company, in cash,
within five (5) business days after written demand is made therefor by the
Company, an amount equal to the value of any Benefits received by the Executive
pursuant to Section 6(b)(iv).

     

    
      7. Section
409A of the Code.  The provisions of
this Section 7 shall apply notwithstanding any provision in this Agreement to
the contrary.

       

      (a) Intent to Comply with
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
the requirements for avoiding taxes or penalties under Section 409A of the
Code.

       

      (b) Six-Month Delay of Certain
Payments.  If, at the time of the Executive’s separation from
service (within the meaning of Section 409A of the Code), (i) the Executive
shall be a specified employee (within the meaning of Section 409A of the Code
and using the identification methodology selected by the Company from time to
time) and (ii) the Company shall make a good faith determination that an amount
payable under this Agreement or any other plan, policy, arrangement or agreement
of or with the Company or any Related Company (this Agreement and such other
plans, policies, arrangements and agreements, the “Company Plans”) constitutes
deferred compensation (within the meaning of Section 409A of the Code) the
payment of which is required to be delayed pursuant to the six (6)-month delay
rule set forth in Section 409A of the Code in order to avoid taxes or penalties
under Section 409A of the Code, then the Company (or a Related Company, as
applicable) shall not pay any such amount on the otherwise scheduled payment
date but shall instead accumulate such amount and pay it, without interest, on
the first day of the seventh (7th) month following such separation from
service.

       

    

    
      
        
        

      

      
        7

        
        

      

      
        
        

      

    

     

    (c) Prohibition of
Offsets.  Except as permitted under Section 409A of the Code,
any deferred compensation (within the meaning of Section 409A of the Code)
payable to or for the benefit of the Executive under any Company Plan may not be
reduced by, or offset against, any amount owing by the Executive to the Company
or any Related Company.

     

    (d) Amendment of Deferred
Compensation Plans; Indemnification for Section 409A
Taxes.  From and after the Effective Date and for the remainder
of the Term, (i) 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, (ii) 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 additional taxes and penalties under Section
409A of the Code (“Section 409A Tax”), the Company shall amend or modify such
provision to avoid the application of such Section 409A Tax but only to the
minimum extent necessary to avoid the application of such Section 409A Tax and
only to the extent that the Executive would not, as a result, suffer (A) any
reduction in the total present value of the amounts otherwise payable to the
Executive (determined without application of the Section 409A Tax), or the
benefits otherwise to be provided to the Executive, by the Company, (B) any
material increase in the risk of the Executive not receiving such amounts or
benefits which he would have received without the application of the Section
409A Tax and any amendment pursuant to this Section 7 or (C) unless the
Executive otherwise expressly consents in writing, any significant reduction in
the Executive’s legal rights under this Agreement or any Company Plan, and (iii)
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 clause (i) of this Section 7(d).   The provisions
of Sections 10(c), (d), (e) and (f) 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(d).

     

    (e) Payment Schedules Relating
to Tax Indemnification.  Any amounts payable to the Executive
in respect of indemnification pursuant to Section 7(d) for the Section 409A Tax
or the Excise Tax Adjustment Payment pursuant to Section 10(a) shall be paid to
the Executive as soon as practicable after the applicable liability is incurred,
but in any event not later than the last day of the calendar year after the
calendar year in which the Executive remits the applicable taxes, interest or
penalties to the applicable taxing authority, in accordance with Treas. Reg.
Section 1.409A-3(i)(1)(v) or any successor thereto.  Furthermore, any
amounts that the Executive becomes entitled to receive in respect of costs and
expenses incurred in connection with a contest relating to Section 7(d) or 10(e)
shall be paid to the Executive as soon as practicable after the applicable cost
is incurred, but in any event not later than the later of (i) the last day of
the calendar year after the calendar year in which the Executive remits the
underlying taxes to the applicable taxing authority and (ii) the last day of the
calendar year after the calendar year in which the applicable contest is
concluded.

     

    (f) Designation of Installments
as Separate Payments.  For purposes of Section 409A of the
Code, each installment payment to the Executive provided for in this Agreement
or any Company Plan shall be deemed to be a “separate payment” within the
meaning of Treas. Reg. Section 1.409A-2(b)(iii) or any successor
thereto.

     

    (g) Timing of Reimbursement
Payments and Other Benefits.  Except as specifically permitted
by Section 409A of the Code, the benefits and reimbursements, including for
legal fees, provided to the Executive under this Agreement and any Company Plan
during any calendar year shall not affect the benefits and reimbursements to be
provided to the Executive under the relevant section of this Agreement or
Company Plan in any other calendar year and the right to such benefits and
reimbursements cannot be liquidated or exchanged for any other benefit, in
accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor
thereto.  Furthermore, reimbursement payments shall be made to the
Executive as promptly as practicable following the date that the applicable
expense is incurred, but in any event not later than the last day of the
calendar year following the calendar year in which the underlying fee, cost or
expense is incurred.

     

    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 incurred prior to the tenth anniversary of
the expiration of the Term 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.

     

     

    
      
        
        

      

      
        8

        
        

      

      
        
        

      

    

     

    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 Potential
Parachute 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
has paid the claim to the IRS (the United States Treasury).

     

    
      
        
        

      

      
        9

        
        

      

      
        
        

      

    

     

    
      (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 arbitrator may be
entered in any court having jurisdiction thereof.

     

    
      
        
        

      

      
        10

        
        

      

      
        
        

      

    

     

    
      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 (except for those provided under Section 6(f)) 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 or the Committee) 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.

     

     

    
      
        
        

      

      
        11

        
        

      

      
        
        

      

    

     

    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	 
	 	 	 	 	 
	
                /s/
      PETER B. HAMILTON

              	 	 	
                /s/
      DUSTAN E. MCCOY

              	 
	
                Name:
      Peter B. Hamilton

              	 	 	
                Name:
      Dustan E. McCoy

              	 
	
                 

              	 	 	
                Title:
      Chief Executive Officer

              	 


      

    

     

    


    
      
        
        

      

      
        12

        
        

      

      
        
        

      

    

     

     

    
      	 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(b)(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, and the regulations
      thereunder as in effect from time to
time.

            


    

     

    
      	
              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(b)(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.

            


    

     

     

    
      
        
        

      

      
        ii

        
        

      

      
        
        

      

    

     

     

    
      	
              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 during the two-year period following a
      Change in Control:

            


    

     

    
      	
               
      

            	
              (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)

            	
              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.

            	
              “Prior Executive
      Severance Agreement” shall have the meaning set forth in the first
      recital of this Agreement.

            


    

     

    
      	
              35.

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

            


    

     

    
      	
              36.

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

            


    

     

    
      	
              37.

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

            


    

     

     

    
      
        
        

      

      
        iii

        
        

      

      
        
        

      

    

     

     

    
      	
              38.

            	
              “Reduction in Authority
      or Responsibility” shall mean the assignment to the Executive 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.

            


    

     

    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.

     

    
      	
              39.

            	
              “Reduction in
      Compensation” shall mean (i) a reduction in the Executive’s “Total
      Annual Compensation” (defined as the sum of the Executive’s Base Salary
      and Target Annual 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 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.

            


    

     

     

    
      	
              40.

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

            


    

     

    
      	
              41.

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

            


    

     

    
      	
              42.

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

            


    

     

    
      	
              43.

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

            


    

     

    
      	
              44.

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

            


    

     

    
      	
              45.

            	
              “SIP” shall have
      the meaning set forth in Section 6(b)(i) 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.

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

            


    

     

    
      	
              49.

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

            


    

     

    
      	
              50.

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

            


    

     

     

    
      
        
        

      

      
        iv

        
        

      

      
        
        

      

    

    


     

    
      	Appendix
  II


    

     


     

    


    



    
      
         


      

      
         


        
        

      

      
         


        
          Appendix
III

        

      

    


    GENERAL
RELEASE

     

    
      	
              1.

            	
              I,
      Peter B. Hamilton, 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

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    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.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Any
      indemnification payments made to the Indemnitee shall be made in a manner
      that does not cause such payments to constitute deferred compensation
      under Treas. Reg. 1.409A-1(b)(10) and any successor
    thereto.

            


    

     

    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 incurred prior to the tenth
anniversary of the expiration of the “Term” (as defined in the Terms and
Conditions of Employment agreement between the Corporation and the Indemnitee,
dated as of October 29, 2008) 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.

     

     

    
      
        
        

      

      
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