exhibit10_16.htm


    Exhibit
10.16

     

    
      BRUNSWICK
CORPORATION

       

      2005 ELECTIVE DEFERRED
INCENTIVE COMPENSATION PLAN

       

      (As
Amended and Restated Effective January 1, 2009)

       

      SECTION
1

       

       General 

    

     

    1.1. Purpose.  The
Brunswick Corporation 2005 Elective Deferred Incentive Compensation Plan (the
“Plan”) was previously established by Brunswick Corporation (the “Company”) so
that it may provide eligible employees with an opportunity to build additional
financial security, thereby aiding the Company in attracting and retaining
employees of exceptional ability.  The Plan applies to the deferral of
amounts that are earned or become vested after December 31, 2004.  The
Brunswick Corporation Elective Deferred Compensation Plan (the “Prior Plan”)
shall apply to the deferral of amounts that are earned and become vested on or
before December 31, 2004.  The following provisions constitute an
amendment and restatement of the Plan effective January 1, 2009.

     

    1.2. Change in
Control.  For purposes of the Plan, the term “Change in
Control” shall have the meaning set forth in Section 409A of the Code; provided,
however, in no event shall an acquisition of assets under Treasury Regulation
1.409A-3(i)(5)(vii) constitute a change in control event, unless such event is
also a sale or disposition of all or substantially all of the Company’s
assets.

     

    1.3. Code.  For
purposes of the Plan, the term “Code” means the Internal Revenue Code of 1986,
as amended.  References to sections of the Code also refer to any
successor provisions thereof.  If, after the Effective Date, there is
a change in the provisions or interpretation of Code section 409A which would
have a material effect on the benefits of the Plan to a Participant or the
Company, the Company shall revise the Plan in good faith to preserve the
benefits of the Plan for the Company and the Participants.

     

    1.4. Effective
Date.  The “Effective Date” of this amendment and restatement
of the Plan is January 1, 2009.

     

    1.5. Eligible
Employees.  The term “Eligible Employee” for any period shall
mean any employee of the Company who is designated as an Eligible Employee for
that period, either by individual designation by the Committee, or by being a
member of a group of employees designated by the Committee.

     

    1.6. Operation and
Administration.  The authority to control and manage the
operation and administration of the Plan shall be vested in the Human Resources
and Compensation Committee (the “Committee”) of the Board of Directors of the
Company (the “Board”).  In controlling and managing the operation and
administration of the Plan, the Committee shall have the rights, powers and
duties set forth in Section 6.  Capitalized terms in the Plan shall be
defined as set forth in the Plan.

     

    1.7. Plan
Year.  The term “Plan Year” means the calendar
year.

     

    1.8. Applicable
Law.  The Plan shall be construed and administered in
accordance with the laws of the State of Illinois to the extent that such laws
are not preempted by the laws of the United States of America.

     

    1.9. Notices.  Any
notice or document required to be filed with the Plan Administrator (as defined
in subsection 6.1) or the Committee under the Plan will be properly filed if
delivered or mailed to the Plan Administrator, in care of the Company, at its
principal executive offices.  The Plan Administrator may, by advance
written notice to affected persons, revise such notice procedure from time to
time.  Any notice required under the Plan may be waived by the person
entitled to notice.

     

    1.10. Form and Time of
Elections.  Unless otherwise specified herein, each election
required or permitted to be made by any Participant or other person entitled to
benefits under the Plan, and any permitted modification or revocation thereof,
shall be in writing filed with the Plan Administrator at such times, in such
form, and subject to such restrictions and limitations as the Plan Administrator
shall require.

     

    1.11. Benefits Under Qualified
Plans.  Compensation of any Participant that is deferred under
the Plan, and benefits payable under the Plan, shall be disregarded for purposes
of determining the benefits under any plan that is intended to be qualified
under section 401(a) of the Code.

     

    1.12. Other Costs and
Benefits.  The Plan is intended to defer, but not to eliminate,
payment of compensation to a Participant.  Accordingly, if any
compensation or benefits that would otherwise be provided to a Participant in
the absence of the Plan are reduced or eliminated by reason of deferral under
the Plan, the Company shall equitably compensate the Participant for such
reduction or elimination.  However, no reimbursement will be made for
increased taxes resulting from benefits under the Plan (whether resulting from a
change in individual income tax rates or otherwise).

     

    1.13. Evidence.  Evidence
required of anyone under the Plan may be by certificate, affidavit, document or
other information which the person acting on it considers pertinent and
reliable, and signed, made or presented by the proper party or
parties.

     

    
      
        
        

      

      
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    1.14. Withholding.   Except as otherwise
provided by the Committee, (i) the deduction of withholding and any other taxes
required by law will be made from all amounts paid in cash and (ii) in the case
of payments in shares of common stock of the Company (“Company Stock”), the
Participant shall be required to pay in cash the amount of any taxes required to
be withheld prior to receipt of such Company Stock, or alternatively, a number
of shares of Company Stock the Fair Market Value (defined below) of which equals
the amount required to be withheld may be deducted from the payment; provided, however, that
the number of shares of Company Stock so deducted may not have an aggregate Fair
Market Value in excess of the amount determined by applying the minimum
statutory withholding rate.  “Fair Market Value” means the closing
price on the New York Stock Exchange - Composite Transactions Tape on the
relevant date or on the next preceding date on which a closing price was quoted;
provided, however, that the Committee may specify some other definition of Fair
Market Value.

     

    1.15. Adjustments.  In
the event of any increase or decrease in the number of issued shares of Company
Stock resulting from a subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend or other increase or decrease in
shares, effected without receipt of consideration by the Company, or other
change in corporate or capital structure, the number and class of securities
distributable under this Plan and the number of share units in Participants’
Elective Stock Deferral Accounts shall be appropriately adjusted by the
Committee; provided, however, that any fractional shares resulting from any such
adjustment shall be eliminated.  The decision of the Committee
regarding any such adjustment shall be final, binding and
conclusive.

     

    SECTION
2

     

    Participation

     

    2.1. Deferral
Election.  An Eligible Employee shall participate in the Plan
by electing to defer payment of all or a portion of the Eligible Employee’s
Eligible Compensation pursuant to the terms of a “Deferral
Election.”  An Eligible Employee’s Deferral Election shall be made in
the form and during the election period specified by the
Committee.  Such election period shall end no later than the last day
of the Plan Year preceding the Plan Year to which the election applies;
provided, however, if the Committee determines that the Eligible Compensation
being deferred satisfies the requirements of “performance-based compensation”
within the meaning of Code Section 409A, then any election to defer such
Eligible Compensation must be made no later than the date which is six months
prior to the end of the performance period; provided, further, that a new
Eligible Employee may make a Deferral Election with respect to Eligible
Compensation earned after the election is made within 30 days after becoming an
Eligible Employee.  A deferral election shall be irrevocable for the
Plan Year to which it relates.  All Plan deferral elections shall be
administered in accordance with the requirements of Code Section
409A.

     

    2.2. Eligible
Compensation.  For purposes of the Plan, a Participant’s
“Eligible Compensation” from the Company for any Plan Year means such amounts as
would otherwise be payable to the Participant by the Company, and which are
designated by the Committee as compensation eligible for deferral in accordance
with the Plan.

     

    2.3. Plan Not Contract of
Employment.  The Plan does not constitute a contract of
employment, and participation in the Plan will not give any employee the right
to be retained in the employ of the Company nor any right or claim to any
benefit under the Plan, unless such right or claim has specifically accrued
under the terms of the Plan.

     

    SECTION
3

     

    Plan
Accounting

     

    3.1. Deferred Compensation
Accounts.  A
“Deferred Compensation Account” shall be established on behalf of each
Participant.  Subject to subsection 3.2, the balance of a
Participant’s Deferred Compensation Account shall be credited with the amount by
which the Participant’s Eligible Compensation subject to a Deferral Election is
reduced pursuant to the Deferral Election that is not deferred into an Elective
Stock Deferral Account pursuant to subsection 3.2.  Participants’
Deferred Compensation Accounts shall be maintained, adjusted (including
adjustments for hypothetical investment returns) and distributed as provided in
the Brunswick Restoration Plan.

     

    3.2. Elective Stock Deferral
Accounts.  A Participant’s Deferral Election with respect to an
award under the Brunswick Performance Plan (“BPP”) (or the Brunswick Corporation
Strategic Incentive Plan (“SIP”) for periods prior to January 1, 2008) may
designate all or a portion of such award to be deferred into an “Elective Stock
Deferral Account” for the Participant.  A Participant’s Elective Stock
Deferral Account shall be credited with (i) the number of “Original” stock units
equal to the sum of (i) the number of shares of Company Stock the Fair Market
Value of which (determined as of the date on which funding of the deferred BPP
award is approved by the Committee) equals the amount of the BPP award deferred
into the Elective Stock Deferral Account and (ii) the number of “Premium” stock
units equal to 20% of the number of Original stock units determined in
(i).  As of each accounting date, a Participant’s Elective Stock
Deferral Account shall be adjusted to reflect the deemed reinvestment of
dividends in accordance with the terms of the Company’s dividend reinvestment
program, as in effect from time to time, and shall be charged the amount of any
distributions under the Plan with respect to that Account that have not
previously been charged.

     

    3.3. Statement of
Accounts.  The Company shall periodically provide each
Participant with a statement of the transactions in the Participant’s
Accounts.

     

    
      
        
        

      

      
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    SECTION
4

     

    Distributions

     

    4.1. General.  Subject
to this Section 4, the balance of a Participant’s Account(s) shall be
distributed in a single lump sum as soon as practicable after the date the
Participant ceases to be employed by the Company; provided, however, that
distribution to a Participant who is a corporate officer or an employee in
Salary Grade 21 or above shall be made six months after the date the Participant
ceases to be employed by the Company.  In no event shall the amount
distributed with respect to any Participant’s Account(s) as of any date exceed
the amount of the balance of the Account(s) as of that date.

     

    4.2. In-Service Distribution
Election for Elective Stock Deferral Accounts.  A Participant
may elect in the Deferral Election with respect to a BPP award (or SIP award,
prior to 2008), in accordance with such rules and procedures as determined by
the Committee, to receive a distribution of the stock units credited to the
Participant’s Elective Stock Deferral Account with respect to such award prior
to the date the Participant ceases to be employed by the Company (“In-Service
Distribution Election”); provided, however, that no In-Service Distribution
Election may be changed after it has been made and, subject to subsection 4.1,
no distribution to be made pursuant to an In-Service Distribution Election may
be accelerated to a date earlier than that set forth in the In-Service
Distribution Election.

     

    4.3. Forfeiture of Unvested
Premium Stock Units.  In the event of any distribution of
Original stock units that were credited to a Participant’s Elective Stock
Deferral Account as a result of a deferred BPP award (or SIP award, if
applicable) less than three years before the date of distribution, other than a
distribution following termination of the Participant’s employment due to death,
permanent and total disability, after a Change in Control, or after the sum of
the Participant’s age and years of service is at least 65, the Premium stock
units (and associated dividend reinvestments) that were credited at the same
time as such Original stock units shall be forfeited.

     

    4.4. Medium of
Payment.  All distributions from Participants’ Deferred
Compensation Accounts shall be paid in cash and all distributions from
Participants’ Elective Stock Deferral Accounts shall be distributed by the
Company in shares of Company Stock.

     

    4.5. Beneficiary.  Subject
to the terms of the Plan, any benefits payable to a Participant under the Plan
that have not been paid at the time of the Participant’s death shall be paid at
the time and in the form determined in accordance with the foregoing provisions
of the Plan, to the beneficiary designated by the Participant in writing filed
with the Plan Administrator in such form and at such time as the Plan
Administrator shall require.  A beneficiary designation form will be
effective only when the signed form is filed with the Plan Administrator while
the Participant is alive and will cancel all beneficiary designation forms filed
earlier.  If a deceased Participant failed to designate a beneficiary,
or if the designated beneficiary of a deceased Participant dies before the
Participant or before complete payment of the Participant’s benefits, the
amounts shall be paid to the Participant’s surviving spouse, or if the
Participant has no surviving spouse, to the legal representative or
representatives of the estate of the last to die of the Participant and the
Participant’s designated beneficiary.

     

    4.6. Distributions to Disabled
Persons.  Notwithstanding the provisions of this Section 4, if,
in the Plan Administrator’s opinion, a Participant or beneficiary is under a
legal disability or is in any way incapacitated so as to be unable to manage
such person’s financial affairs, the Plan Administrator may direct that payment
be made to a relative or friend of such person for the benefit of such person
until claim is made by a conservator or other person legally charged with the
care of such person or such person’s estate, and such payment shall be in lieu
of any such payment to such Participant or beneficiary.  Thereafter,
any benefits under the Plan to which such Participant or beneficiary is entitled
shall be paid to such conservator or other person legally charged with the care
of such person or such person’s estate.

     

    4.7. Benefits May Not be
Assigned.  Neither the Participant nor any other person shall
have any voluntary or involuntary right to commute, sell, assign, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in
advance of actual receipt of the amounts, if any, payable hereunder, or any part
hereof, which are expressly declared to be unassignable and
non-transferable.  No part of the amounts payable shall be, prior to
actual payment, subject to seizure or sequestration for payment of any debts,
judgments, alimony or separate maintenance owed by the Participant or any other
person, or be transferred by operation of law in the event of the Participant’s
or any other person’s bankruptcy or insolvency.  Payments to or on
behalf of a Participant under the Plan are not subject to reduction or offset
for amounts due or alleged to be due from the Participant to the
Company.

     

    SECTION
5

     

    Source of Benefit
Payments

     

    Neither a
Participant nor any other person shall, by reason of the Plan, acquire any right
in or title to any assets, funds or property of the Company whatsoever,
including, without limitation, any specific funds, assets, or other property
which the Company, in its sole discretion, may set aside in anticipation of a
liability under the Plan.  A Participant shall have only a contractual
right to the amounts, if any, payable under the Plan, unsecured by any assets of
the Company.  Nothing contained in the Plan shall constitute a
guarantee by the Company that the assets of the Company shall be sufficient to
pay any benefits to any person.

     

    
      
        
        

      

      
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    SECTION
6

     

    Committee

     

    6.1. Powers of
Committee.  Responsibility for the day-to-day administration of
the Plan shall be vested in the Plan Administrator, which shall be the Committee
or its delegate.  The authority to control and manage all other
aspects of the operation and administration of the Plan shall also be vested in
the Committee.  The Committee is authorized to interpret the Plan, to
establish, amend, and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any agreements made pursuant to the Plan,
and to make all other determinations that may be necessary or advisable for the
administration of the Plan.  Except as otherwise specifically provided
by the Plan, any determinations to be made by the Committee under the Plan shall
be decided by the Committee in its sole discretion.  Any
interpretation of the Plan by the Committee and any decision made by it under
the Plan is final and binding on all persons.

     

    6.2. Delegation by
Committee.  The Committee may allocate all or any portion of
its responsibilities and powers to any one or more of its members and may
delegate all or any part of its responsibilities and powers to any person or
persons selected by it.  Any such allocation or delegation may be
revoked by the Committee at any time.  Until the Committee takes
action to the contrary:

     

    
      	
              (a)  

            	
              The
      Chief Executive Officer of the Company shall be delegated the power and
      responsibility to take all actions assigned to or permitted to be taken by
      the Committee under Section 2, Section 3, and Section 4 (other than the
      powers and responsibility of the Plan
  Administrator).

            


    

     

    
      	
              (b)  

            	
              The
      powers and responsibilities of the Plan Administrator shall be delegated
      to the Vice President - Human Resources (or delegate) of the Company,
      subject to such direction as may be provided to the Vice President - Human
      Resources or delegate from time to time by the Committee and the Chief
      Executive Officer of the Company.

            


    

     

     

    6.3. Information to be Furnished
to Committee.  The Company shall furnish the Committee with
such data and information as may be required for it to discharge its
duties.  The records of the Company as to an employee’s or
Participant’s employment, termination of employment, leave of absence,
reemployment and Eligible Compensation shall be conclusive on all persons unless
determined to be incorrect.  Participants and other persons entitled
to benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the
Plan.

     

    6.4. Liability and
Indemnification of Committee.  No member or authorized delegate
of the Committee shall be liable to any person for any action taken or omitted
in connection with the administration of the Plan unless attributable to such
person’s own fraud or willful misconduct; nor shall the Company be liable to any
person for any such action unless attributable to fraud or willful misconduct on
the part of a director or employee of the Company.  The Committee, the
individual members thereof, and persons acting as the authorized delegates of
the Committee under the Plan, shall be indemnified by the Company against any
and all liabilities, losses, costs and expenses (including legal fees and
expenses) of whatsoever kind and nature which may be imposed on, incurred by or
asserted against the Committee or its members or authorized delegates by reason
of the performance of a Committee function if the Committee or its members or
authorized delegates did not act dishonestly or in willful violation of the law
or regulation under which such liability, loss, cost or expense
arises.  This indemnification shall not duplicate but may supplement
any coverage available under any applicable insurance.

     

    SECTION
7

     

    Amendment and
Termination

     

    The
Committee may, at any time, amend or terminate the Plan (including the rules for
administration of the Plan), provided, however, no amendment or termination may
materially adversely affect the rights of any Participant or beneficiary under
the Plan, subject to the following:

     

    
      	
              (a)  

            	
              The
      Committee, with the approval of the Board, may terminate the Plan, in
      which case benefits shall continue to be paid in accordance with the terms
      of the Plan, unless the Committee determines to pay all benefits in a lump
      sum payment during the period beginning 12 months after the termination
      date and ending 24 months after the termination; provided, further if the
      Plan is terminated in connection with a Change in Control, all benefits
      shall be paid during the period beginning 30 days prior to such Change in
      Control and ending 12 months after the Change in
  Control.

            


    

     

    
      	
              (b)  

            	
              Prior
      to the beginning of any Plan Year, the Committee may eliminate future
      deferrals under the Plan for such Plan
Year.

            


    

     

    
      
      

    

    
      	
              (c)  

            	
              Notwithstanding
      any other provision of the Plan to the contrary, neither the Committee nor
      the Board may delegate its rights and responsibilities under this Section
      7; provided, however, that, the Board of Directors may, from time to time,
      substitute itself, or another committee of the Board, for the Human
      Resources and Compensation Committee under this Section
  7.

            


    

     

    
      
        
        

      

      
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