Premium Option and Stock Award Program



 Exhibit 10.2 
 As Amended and Restated 
 Effective 6-29-09 
 BRIGGS & STRATTON CORPORATION 
 PREMIUM OPTION AND STOCK
AWARD PROGRAM 
 As adopted by the Compensation Committee on April 20, 2004 and amended 
 through August 11, 2009 







 BRIGGS & STRATTON CORPORATION 
 PREMIUM OPTION AND STOCK AWARD PROGRAM 
  

	1.0	Objectives 

 The Premium Option and Stock Award Program (“POSA
Program”) is designed to build upon the Company’s Economic Value Added Incentive Compensation Plan (“EVA Plan”) by tying the interests of all Senior Executives to the long term consolidated results of the Company. In this way,
the objectives of Senior Executives throughout the Company will be more closely aligned with the Company’s Shareholders. Whereas the EVA Plan provides for near and intermediate term rewards, the POSA Program provides a longer term focus by
allowing Senior Executives to participate in the long-term appreciation in the equity value of the Company. In general, the POSA Program is structured such that each year an amount equivalent to the Total Bonus Payout under the EVA Plan is invested
on behalf of Senior Executives in restricted and/or deferred shares of the Company’s Stock (“Restricted and/or Deferred Stock”) and an amount equivalent to the Senior Executive’s Target Incentive Award is invested in premium
options on the Company’s Stock (“PSOs”). The shares of Restricted and/or Deferred Stock vest five years after their date of grant. The PSOs vest and become exercisable after they have been held for three years, and they expire at the
end of five years. The PSOs are structured so that a fair return must be provided to the Company’s Shareholders before they become valuable. 
  

	2.0	Restricted and/or Deferred Stock Awards 

 For each Plan Year, the
dollar amount to be invested in Restricted and/or Deferred Stock for each Senior Executive shall be equal to the amount of each Participant’s Total Bonus Payout determined under the EVA Plan. The number of shares of Restricted and/or Deferred
Stock awarded shall be determined by dividing (a) the dollar amount of such Restricted and/or Deferred Stock award by (b) the Fair Market Value of Company Stock on the date of grant as determined by the Committee, rounded (up or down) to
the nearest 10 shares. Fair Market Value is defined in the Company’s Incentive Compensation Plan (“ICP”). 
 The Compensation Committee shall
determine whether stock awards shall consist of Restricted Stock, Deferred Stock or a mix of each type of stock, and may consider each Senior Executive’s preference in making such determination. All shares of Restricted and/or Deferred Stock
shall vest on the fifth anniversary of the date of grant regardless of whether such vesting date occurs before or after retirement and shall have such other terms and conditions as the Committee shall determine. 
  

	3.0	Premium Stock Option Awards 

 For each Plan Year, the dollar amount
to be invested in PSOs for each Senior Executive shall be equal to the amount of each Participant’s Target Incentive Award determined under the EVA Plan. The number of PSOs awarded shall be determined by dividing (a) the dollar amount of
such PSO award by (b) the Black-Scholes value of a share of Company stock based on its Fair Market Value on the date of the grant as determined by the Committee, rounded (up or down) to the nearest 10 shares. Fair Market Value is defined in the
ICP. 
  

 1 








 All PSOs shall vest and be exercisable beginning on the third anniversary of the date of grant and shall terminate on the
fifth anniversary of the date of grant unless sooner exercised, unless the Committee determines other dates. 
 The exercise price for PSOs shall be 110% of
the Fair Market Value per share of the Company's Stock on the date of grant. 
  

	4.0	Limitations on Awards 

 The Committee shall have the right to modify
or amend the POSA Program from time to time, or suspend it or terminate it entirely. The Committee may suspend or terminate an award of Restricted Stock, Deferred Stock or PSOs for a Plan Year at any time prior to its delivery to the Senior
Executive. 
  

	5.0	The Incentive Compensation Plan 

 Except as modified herein, PSOs
are Incentive Stock Options under the Company’s ICP as amended from time to time to the extent they are eligible for treatment as such under Section 422 of the Internal Revenue Code. If not eligible for ISO treatment, the PSOs shall
constitute nonqualified stock options. Except as specifically modified herein, PSOs shall be governed by the terms of the Company’s ICP, and shall be granted as described in this Program annually unless the Committee modifies or terminates
either the EVA Plan or the ICP. As provided in the ICP, all grants of PSOs to Participants who are subject to Sec. 16(b) of the Securities Exchange Act of 1934 are subject to approval of the Company Shareholders. In the event such approval is not
obtained, this Program shall terminate. 
  

	6.0	Definitions 

 All capitalized terms used herein that are not
otherwise defined shall have the same meaning given to them in the Company’s EVA Plan and ICP. 
  

 2