exhibit10_2.htm


    Exhibit 10.2


    


     

    December
4, 2008

    


    


    Mr.
Dustan E. McCoy

    [Mailing
Address]

     

    Re:
Amendment of the Terms and Conditions of Employment

    


    Dear
Dusty,

    


    As you
know, Section 409A, which governs the payment of deferred compensation plans and
arrangements, was added to the Internal Revenue Code in October
2004.  In order to comply with Section 409A and to avoid its harsh
income taxes and penalties, we need to amend the Terms and Conditions of
Employment, dated as of September 18, 2006, between you and Brunswick
Corporation (“Brunswick”) (the “Employment Agreement”).   In
addition, since the compensation committee of the Board (the “Committee”) has
concluded that it is in the best interest of Brunswick’s stockholders to
discontinue certain programs, including the Strategic Incentive Plan, financial
counseling services and excess liability insurance coverage benefits, we need to
amend the Employment Agreement to remove and/or modify references to those
programs.  Furthermore, the Committee has determined that it is
desirable to expand the types of payments that Brunswick would be entitled to
recover in the event of a violation of the restrictive covenants set forth in
Section 5(a) and (b) of the Employment Agreement.  Therefore, you and
Brunswick hereby agree, in accordance with Section 16 of the Employment
Agreement, to amend the Employment Agreement as set forth in this letter
agreement.

    


    All
capitalized terms used in this letter agreement but not otherwise defined herein
will have the same meaning as defined in the Employment Agreement, and all
section references are to a section of the Employment Agreement, unless
otherwise specified.

    


    Accordingly,
you and Brunswick hereby agree that, notwithstanding anything to the contrary
set forth in the Employment Agreement:

    


    
      	
              1.  

            	
              Timing of Payments
      under Brunswick Performance Plan.  All payments under the
      Brunswick Performance Plan, and any and all successor or replacement
      plans, described in Sections 4(b), 6(a)(ii), 6(b)(ii), and 6(c)(ii) of the
      Employment Agreement will be paid to you in accordance with the terms of
      the Brunswick Performance Plan.

            


    

     

    
      	
              2.  

            	
              Discontinuance of
      Certain Compensation and Benefits.  All references in the
      Employment Agreement to (i) the Strategic Incentive Plan (including,
      without limitation, Section 4(c) of the Employment Agreement in its
      entirety, Sections 6(a)(ii), 6(b)(i)(iii), 6(b)(ii) and 6(c)(ii) of the
      Employment Agreement, the definitions of “Reduction in Compensation”,
      “SIP”, “SIP Bonus” and “Target SIP Bonus” and Appendix II of the
      Employment Agreement), except to the extent provided in paragraph 7 of
      this letter agreement, (ii) financial counseling services (including,
      without limitation, Section 4(e) of the Employment Agreement in its
      entirety and Sections 6(a)(iv) and 6(b)(iv) of the Employment Agreement)
      and (iii) excess liability coverage (including, without limitation,
      Section 4(l)(ii) of the Employment Agreement in its entirety and Sections
      6(a)(iv) and 6(b)(iv) of the Employment Agreement), are hereby
      deleted.

            


    

     

    
      	
              3.  

            	
              Vacation
      Payout.  Upon termination of your employment with
      Brunswick, your earned but unused vacation described in Section 4(h) of
      the Employment Agreement will be paid to you within 30 days following
      termination.

            


    

     

    
      	
              4.  

            	
              Additional Clawback
      Provisions.  In the event of any material breach by the
      Executive of the provisions of Section 5(a) or (b) of the Employment
      Agreement, the Executive shall be obligated 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 Sections 6(a) and (b) of the Employment Agreement.  In
      addition, the period described in Section 5(e)(iii) of the Employment
      Agreement shall commence twelve months prior to the date of the
      Executive’s termination of employment for any
  reason.

            


    

     

    
      	
              5.  

            	
              Timing of Total
      Severance Payment.  In the event that the Total Severance
      Payment described in Section 6(a)(i) of the Employment Agreement becomes
      payable, it will be paid in equal installments, in accordance with the
      Company’s regular payroll practices and procedures, as if it were to be
      paid over a 24-month period that commences on the first payroll date
      following the Release Effective Date; provided that all unpaid portions of
      the Total Severance Payment will be distributed to you in a lump sum on
      the payroll date immediately preceding March 15 of the calendar year
      following the calendar year in which the date of termination
      occurs.  However, if you are to attain age 65 prior to the
      second anniversary of the date on which your employment terminates, the
      Total Severance Payment will be reduced to a level determined by
      multiplying the amount of such payment by a fraction, the numerator of
      which will be the number of full months between the date of termination
      and the date you will attain age 65 (and the numerator will not be reduced
      to reflect any six-month delay in payment that may be required pursuant to
      Section 7 of the Employment Agreement), and the denominator of which will
      be 24.  In addition, the 24-month period described in the first
      sentence of this paragraph 5 will also be reduced
    accordingly.

            


    

     

    
      	
              6.  

            	
              Timing of Total Change
      in Control Payment.  In the event that the Total Change
      in Control Payment becomes payable under Section 6(b)(i) of the Employment
      Agreement, it will be paid in a lump sum on the Release Effective
      Date.

            


    

     

    
      	
              7.  

            	
              Calculation of Total
      Change in Control Payment.  In light of the elimination
      of the Strategic Incentive Plan by the compensation committee of the
      Board, the reference in Section 6(b)(i)(iii) of the Employment Agreement
      to the targeted bonus under the Strategic Incentive Plan for the period
      that ended most recently prior to a Change in Control will refer to your
      Target SIP Bonus percentage in effect as of December 31, 2007, for any
      termination of employment under Section 6(b) of the Employment Agreement
      that occurs on or before December 31, 2010; provided, however, that
      with respect to any such termination that occurs after December 31, 2010,
      Section 6(b)(i)(iii) of the Employment Agreement will have no effect and
      the Total Change in Control Payment will be calculated without regard to
      the Strategic Incentive Plan.

            


    

     

    
      
        
        

      

      
        1

        
        

      

      
        
        

      

       

    

    
      	
              8.  

            	
              Timing of Accrued Base
      Salary Payment.  Any payment of any unpaid Base Salary
      accrued through a date of termination described in Section 6(c)(i), 6(d)
      or 6(e) of the Employment Agreement will be paid to you on the regularly
      scheduled payment date for such Base
Salary.

            


    

     

    
      	
              9.  

            	
              Termination for Good
      Reason.  The 15-day notice of termination period
      described in Section 6(f)(i) of the Employment Agreement will be extended
      to a 30-day period, and a termination of your employment, as specified in
      such notice, will occur no later than the second anniversary of the date
      of the occurrence of the event giving rise to Good
  Reason.

            


    

     

    
      	
              10.  

            	
              Section 409A of the
      Code.  Section 7 of the Employment Agreement will be
      deleted in its entirety and the following language will be inserted in its
      place:  “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.

            


    

     

    
      	
              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.

            


    

     

    
      
        
        

      

      
        2

        
        

      

      
        
        

      

    

     

    
      
        	
                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.”

              


      

       

    

    
      	
              11.  

            	
              Legal
      Fees.  The legal fees described in Section 8 and Appendix
      IV of the Employment Agreement will be paid or recovered under the
      relevant provision only if you incur the applicable fees, cost or expenses
      prior to the tenth anniversary of the expiration of the
    Term.

            


    

     

    
      	
              12.  

            	
              Expiration of
      Term.  If a Change in Control occurs prior to the
      termination of the Agreement described in Section 14 of the Employment
      Agreement, the Term will continue through and terminate on the 31st day
      after the first anniversary of the date on which the Change in Control
      occurs.

            


    

     

    
      	
              13.  

            	
              “Code”
      Definition.  The definition of “Code” in the Employment
      Agreement will include the regulations thereunder as in effect from time
      to time.

            


    

     

    
      	
              14.  

            	
              Indemnification.  Any
      indemnification payments made to you pursuant to Appendix IV of the
      Employment Agreement will be made to you 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.

            


    

     

    
      	
              15.  

            	
              Full Force and
      Effect.  For the avoidance of doubt, except to the extent
      expressly modified by this letter agreement, all terms of the Employment
      Agreement will remain in full force and effect following the date of this
      letter agreement.

            


    

     

    
      	
              16.  

            	
              Governing
      Law.  The validity, interpretation, construction, and
      performance of this letter 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, that
      your rights to indemnification under paragraph 14 of this letter agreement
      shall be governed by the laws of the State of
  Delaware.

            


    

     

    
      	
              17.  

            	
              Headings.  Headings
      to paragraphs hereof are for convenience of reference only and shall not
      be construed to alter or affect the meaning of any provision of this
      letter agreement.

            


    

     

    
      	
              18.  

            	
              Entire
      Agreement.  This letter agreement, together with the
      Employment Agreement and the appendices attached thereto, contains the
      entire agreement between you and Brunswick concerning the subject matter
      hereof and supersedes all prior agreements, understandings, discussions,
      negotiations and undertakings, whether written or oral, between you and
      Brunswick with respect hereto.  You acknowledge and agree that
      this letter agreement constitutes an amendment to the Employment Agreement
      in respect of your participation and rights to any benefits
      thereunder.  This letter agreement may not be modified or
      amended except by a writing signed by each of the parties
      hereto.

            


    

     

    
      	
              19.  

            	
              Counterparts.  This
      letter agreement may be executed in two or more counterparts, any one of
      which shall be deemed the original without reference to the
      others.

            


    

     

    Intending to be legally bound hereby,
the parties have executed this letter agreement on the dates set forth next to
their names below.

     

     

    December
4,
2008                                                                BRUNSWICK
CORPORATION,

    
      
        	 
      
	
                by

              
	 
      	
                /s/
      MANUEL A. FERNANDEZ

              
	 
      	
                Manuel
      A. Fernandez

              
	 
      	
                Presiding
      Director and Chairman, Human Resources and Compensation
      Committee

              
	 
      	 
      


      

    

    


    December
4,
2008                                                                DUSTAN
E. MCCOY,

    
      
        	 
      
	
                by

              
	 
      	
                /s/
      DUSTAN E. MCCOY

              
	 
      	
                Dustan
      E. McCoy

                Chairman
      and Chief Executive Officer, (Principal Executive
  Officer)

              


      

    

     

    
      
        
        

      

      
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