exhibit10_12.htm


    Exhibit
10.12

     

     

    2008
BRUNSWICK PERFORMANCE PLAN (BPP)

    SUMMARY
TERMS AND CONDITIONS

    


    
      	
              Purpose

            	
              Reward
      achievement of annual goals

               

            
	
              Eligibility

            	
              Key
      managers and above identified on an individual basis.

               

            
	
              Performance
      Period

            	
              Fiscal
      year.

               

            
	
              Performance
      Measures

            	
              Funding
      based on 60% achievement against strategic measures and 40% achievement
      against financial measures.  With respect to the 60% strategic
      measures:

              § For
      Corporate-level employees,

              ü 50%
      based on the achievement of two Corporate-level goals, and

              ü 50%
      based on the consolidated results of the Division goals.

               

              § For
      Division leaders,

              ü 50%
      based on the achievement of two Corporate-level goals, and

              ü 50%
      based on the results of their specific Division goals.

               

              For
      the 40% financial portion:

              § For
      Corporate-level employees,

              ü 40%
      based on Earnings Per Share (EPS), and

              ü 60%
      based on overall Brunswick Value Added (BVA) (defined as profits after-tax
      reduced for cost of capital)

               

              § For
      Division leaders,

              ü 40%
      based on EPS, and

              ü 60%
      based on Division BVA

               

              All
      other eligible division employees will be funded based on achievement of
      60% strategic of their specific division and 40% based on their
      division-specific BVA.

            
	
              Funding  Review
      and Approval

            	
              The
      following steps will be taken to review and approve funding:

               

              § CFO
      will review actual results quarterly to evaluate established
      accruals.

              § CEO
      will review performance at end of performance period and recommend funding
      to Human Resource and Compensation Committee as appropriate.

              § Committee
      will review and approve funding as deemed appropriate.

            
	
              Individual
      Awards

            	
              Individual
      awards will be determined on a discretionary basis using overall approved
      funding, evaluation of individual performance for the performance period,
      target incentives as a percent of salary and covered salary (actual paid
      for year).

               

              Individuals
      must be employed at end of performance period to receive an award, except
      those terminating due to death or permanent and total disability will be
      eligible to receive individual awards.

            
	
              Timing
      of Award Payments

            	
              In
      2009 after financial results are confirmed and appropriate approvals are
      obtained.

               

            
	
              Claw
      Back

            	
              The
      Human Resources and Compensation Committee will evaluate the facts and
      circumstances of any restatement of earnings due to fraud or intentional
      misconduct that results in material noncompliance with any financial
      reporting requirement and, in its sole discretion, may require the
      repayment of all or a portion of bonus awards from individual(s)
      responsible for the restatement and others assigned to salary grade 21 and
      above, including senior executives, as deemed appropriate by the
      Committee.

            


    

    


    Nothing
contained in these materials constitutes or is intended to create a promise of
an individual incentive award or a contract of continued employment. Employment is at-will and
may be terminated by either the employee or Corporation for any reason at any
time.