exhibit10_18.htm


    
      Exhibit
10.18

       

      
        BRUNSWICK
CORPORATION

         

        2005 AUTOMATIC DEFERRED
COMPENSATION PLAN

         

        As Amended and Restated
(Effective
January 1, 2009)

         

        SECTION
1 

         

        General

         

        1.1. Purpose.  The
Brunswick Corporation 2005 Automatic
Deferred Compensation Plan (the “Plan”) was previously established by Brunswick
Corporation (the “Company”) to provide for the deferral of compensation payable
to Covered Executives by the Company and Related Companies that would otherwise
be non-deductible by reason of section 162(m) of the Code, and thereby avoid the
loss of such deduction, and to compensate the Covered Executives for such
deferral.  The Plan applies to the deferral
of amounts that are earned or become vested after December 31,
2004.  The Brunswick Corporation Automatic Deferred Compensation Plan
(the “Prior Plan”) shall apply to the deferral of amounts that are earned or
become vested on or before December 31, 2004. The following
provisions constitute an amendment and restatement of the Plan, effective as of
January 1, 2009.

         

        1.2. 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 sections 162(m) or
409A which would have a material effect on the benefits of the Plan to a
Covered Executive or the Company, the Company shall revise the Plan in good
faith to preserve the benefits of the Plan for the Company, the Related
Companies, and the Covered Executives; provided, however, that if any change to
the Plan pursuant to this sentence is adverse to a Covered Executive, the
Covered Executive shall be provided with reasonable compensation
therefore.

         

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

         

        1.4. Related
Companies.  The term “Related Companies” means any company
during any period in which compensation paid to a Covered Executive by such
company would be required to be aggregated with compensation paid to the Covered
Executive by the Company, in accordance with the affiliated group rules
applicable to Code section 162(m).  The Company shall enter into such
arrangements with the Related Companies as it shall deem appropriate to
implement the terms of the Plan, and shall inform the Covered Executive of any
material failure to provide for such implementation.

         

        1.5. 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.

         

        1.6. 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.

         

        1.7. Number.  Where
the context admits words in the singular shall include the plural and the plural
shall include the singular.

         

        1.8. Notices.  Any
notice or document required to be filed with the Committee under the Plan will
be properly filed if delivered or mailed to the Human Resources and Compensation
Committee, in care of the Company, at its principal executive
offices.  The Committee 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.

         

        1.9. Benefits Under Qualified
Plans.  Compensation of any Covered Executive 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.

         

        1.10. Other Costs and
Benefits.  The Plan is intended to defer, but not to eliminate,
payment of compensation to a Covered Executive.  Accordingly, if any
compensation or benefits that would otherwise be provided to a Covered Executive
in the absence of the Plan are reduced or eliminated by reason of deferral under
the Plan, the Company shall equitably compensate the Covered Executive for such
reduction or elimination, and the Company shall reimburse the Covered Executive
for any increased or additional penalty taxes which the Covered Executive may incur by reason of
deferral under the Plan which would not have been incurred in the absence of
such deferral.  In the event a Covered Executive is entitled to
reimbursement pursuant to the preceding sentence, such reimbursement shall be
made no later than the last day of the taxable year following the taxable
year in which the penalty taxes are paid.  Notwithstanding the
foregoing provisions, no reimbursement will be made for taxes resulting from an
increase or decrease in individual income tax rates, or resulting from an
increase in the amount of compensation payable to the Covered Executive by
reason of the accrual of earnings or any other provision of the
Plan.

         

        1.11. 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.

         

        1.12. Action by
Company.  Any action required or permitted to be taken by the Company or any Related Company shall be by resolution of its
board of directors, or by a duly authorized officer of the Company or Related Company, as the case may
be.

         

        
          
            
            

          

          
            1

            
            

          

          
            
            

          

        

         

        1.13. 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.

         

        1.14. 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’
Automatic 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. Covered
Executives.  Subject to the terms of the Plan, an individual
shall be a “Covered Executive” subject to the deferral requirements of the Plan
for any year, if, for that year, the individual is a “covered employee” with
respect to the Company, as that term is used in Code section 162(m)(3) and
Treas. Reg. section 1.162-27(c)(2).  The provisions of the Plan shall
not apply to any employee to the extent that the employee is subject to an
individual agreement with the Company providing for automatic deferral of
compensation to avoid non-deductibility of compensation by reason of Code
section 162(m).

         

        2.2. 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

        


        Automatic
Deferral

         

        3.1. Deferred
Amount.  If a Covered Executive’s total compensation from the
Company or a Related Company that is not exempt from Code Section 162(m) exceeds
$1,500,000 for a calendar year, then the amount in excess of $1,500,000 shall
not be paid to the Covered Executive when otherwise due, but shall instead be
credited to the Covered Executive’s Automatic Cash Deferral Account or Automatic
Stock Deferral Account in accordance with this Section 3.  In
determining the amounts subject to deferral under this subsection 3.1, the
following shall apply:

         

        
          	
                  (a)  

                	
                  To
      the extent that the compensation is otherwise payable in cash to a Covered
      Executive, payment of such cash shall be deferred under the Automatic Cash
      Deferral Account, in accordance with this Section
  3.

                


        

         

        
          	
                  (b)  

                	
                  To
      the extent that the compensation is otherwise payable in Company Stock,
      delivery of those shares shall be deferred under the Automatic Stock
      Deferral Account, in accordance with this Section
  3.

                


        

         

        
          	
                  (c)  

                	
                  Nothing
      in the Plan shall be construed to require a deferral of the salary of a
      Covered Executive.

                


        

         

        3.2. Automatic Cash Deferral
Account.  The Automatic Cash Deferral Account balance shall be
credited with the amount determined in accordance with subsection 3.1(a), as of
the date on which such amount would otherwise have been paid to the Covered
Executive were it not for deferral under the Plan.  The Automatic Cash
Deferral Account shall be adjusted from time to time in accordance with the
following:

         

        
          	
                  (a)  

                	
                  Unless
      a Covered Executive makes an election at such time and in such form as may
      be determined by the Committee from time to time to have paragraph (b)
      next below apply, the Automatic Cash Deferral Account shall be credited as
      of the last day of each calendar month with interest for that month at a
      rate equal to the greater of: (a) the prime rate in effect at JPMorgan
      Chase on the first day of the month plus two percentage points, or (b) the
      Company’s short-term borrowing
rate.

                


        

         

        
          	
                  (b)  

                	
                  If
      a Covered Executive elects application of this paragraph (b), the Company,
      after consultation with the Covered Executive, may invest amounts credited
      to the Covered Executive’s Automatic
      Cash Deferral Account in securities and other assets as the Company may
      determine.  The Company and its agents shall not incur any
      liability by reason of purchasing, or failing to purchase, any security or
      other asset in good faith.  A Covered Executive’s Automatic Cash
      Deferral Account shall be charged or credited as of the last day of each
      fiscal year of the Company, and at such other times as the balance in the
      Automatic Cash Deferral Account shall be determined, to reflect (i)
      dividends, interest or other earnings on any such investments, reduced by
      the cost of funds (for the period of deferral) for the amount of any taxes
      incurred by the Company with respect thereto; (ii) any gains or losses
      (whether or not realized) on such investment; (iii) the cost of
      funds  (for the period of deferral) for the amount of any taxes
      incurred with respect to net gains realized on any such investments,
      taking into account any applicable capital loss carryovers and carrybacks,
      provided that in computing such taxes, capital gains and losses on assets
      of the Company other than such investments shall be disregarded; and (iv)
      any direct expenses incurred by the Company in such fiscal year or other
      applicable period which would not have been incurred but for the
      investment of amounts pursuant to the provisions of this paragraph (b)
      (provided that this clause (iv) shall not be construed to permit a
      reduction for the cost of taxes).

                


        

         

        
          
            
            

          

          
            2

            
            

          

          
            
            

          

        

         

        3.3. Automatic Stock Deferral
Account.  The Automatic Stock Deferral Account balance shall be
credited with the number of share units equal to number of shares of Company
Stock as of the date on which such shares would otherwise have been paid to a
Covered Executive were it not for deferral under the Plan.  The
Automatic Stock Deferral Account shall be adjusted from time to time 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.

         

        3.4. Statements.  On
a quarterly basis, the Committee shall provide the Covered Executive with
statements of the Covered Executive’s Automatic Cash Deferral Account and
Automatic Stock Deferral Account.  Upon request of a Covered
Executive, the Committee shall provide the computations of amounts under
Sections 3 and 4.

         

        SECTION
4

        


        Distributions

         

        4.1. Time of Payment of Deferred
Amount.  Amounts credited to a Covered Executive’s Automatic
Cash Deferral Account and Automatic Stock Deferral Account shall be paid or
distributed upon the earliest of the following:

         

        
          	
                  (a)  

                	
                  To the extent provided by the Secretary of the
      Treasury under Code section 409A, as soon as practicable (within 90
      days) after a “change in control”
      (as defined under Code section
      409A; 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).

                


        

         

        
          	
                  (b)  

                	
                  six months after the date the Covered
      Executive ceases to be employed by the Company and all Related
      Companies.

                


        

         

        4.2. Form of Payment of Deferred
Amount.  To the extent that an amount is payable to or on
behalf of a Covered Executive with respect to the Automatic Cash Deferral
Account in accordance with subsection 3.2, it shall be paid by the Company in a
cash lump sum.  To the extent that an amount is payable to or on
behalf of a Covered Executive with respect to the Automatic Stock Deferral
Account in accordance with subsection 3.3, it shall be distributed by the
Company in shares of Company Stock in a lump sum.

         

        4.3. Beneficiary.  Subject
to the terms of the Plan, any benefits payable to a Covered Executive under the
Plan that have not been paid at the time of the Covered Executive’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 Covered Executive in
writing filed with the Committee in such form and at such time as the Committee
shall require.  A beneficiary designation form will be effective only
when the signed form is filed with the Committee while the Participant is alive
and will cancel all beneficiary designation forms filed earlier.  If a
Covered Executive fails to designate a beneficiary, or if the designated
beneficiary of the deceased Covered Executive dies before the Covered Executive
or before complete payment of the Covered Executive’s benefits, the amounts
shall be paid to the legal representative or representatives of the estate of
the last to die of the Covered Executive and histhe Covered Executive’s designated
beneficiary.

         

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

         

        4.5. Benefit May Not be
Assigned.  Neither a Covered Executive 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, or any part thereof, payable
hereunder, 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 Covered Executive or any
other person, or be transferred by operation of law in the event of the Covered
Executive’s or any other person’s bankruptcy or insolvency.  Payments
to or on behalf of a Covered Executive under the Plan are not subject to
reduction or offset for amounts due or alleged to be due from the Covered
Employee to the Company or any Related Company.

         

        
          SECTION
5

           

          Source of Benefit
Payments

           

          The
amount of any benefit payable under the Plan shall be paid from the general
assets of the Company.  Neither a Covered Executive nor any other
person shall acquire by reason of the Plan any right in or title to any assets,
funds or property of the Company whatsoever, including, without limiting the
generality of the foregoing, 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 Covered Executive 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.

           

        

        
          
            
            

          

          
            3

            
            

          

          
            
            

          

        

         

        SECTION
6

        


        Committee

         

        6.1. Powers of
Committee.  The authority to control and manage all aspects of
the operation and administration of the Plan shall 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,
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.  The amount to be
deferred under Section 3 shall be based on such estimates as the Committee
determines in good faith to be appropriate.

         

        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.

         

        6.3. Information to be Furnished
to Committee.  The Company and the Related Companies shall
furnish the Committee with such data and information as may be required for it
to discharge its duties.  The records of the Company and the Related
Companies as to a Covered Executive’s employment, termination of employment,
leave of absence, reemployment and compensation shall be conclusive on all
persons unless determined to be incorrect.  Covered Executives 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 individual’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, subject to the
following:

         

        
          	
                  (a)  

                	
                  Subject
      to the provisions of subsection 1.2 (relating to changes in the Code), no
      amendment or termination may materially adversely affect the rights of any
      Covered Executive or beneficiary under the
Plan.

                


        

         

        
          	 
      


        

        
          	
                  (b)  

                	
                  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 may,
      from time to time, substitute itself, or another committee of the Board,
      for the Human Resources and Compensation Committee under this Section
      7.

                


        

         

        
          
            
            

          

          
            4