BC 2014.03.29 EX 10.3 - BPP PS








Exhibit 10.3
2014 Brunswick Performance Plan (BPP)
Performance Share Participants Other Than Those in the Brunswick Corporation Senior Management Incentive Plan 
Summary Terms and Conditions




	
		
	Purpose
	Reward achievement of annual goals



	Eligibility
	Key managers identified on an individual basis.



	Performance Period
	2014 fiscal year.



	Performance Measures
	Bonuses based 100% on achievement against the following financial measures as of the end of the performance period.


§ For Corporate-level employees,
ü    50% based on Earnings Per Share (EPS ex. items),
ü    12.5% based on Mercury Marine EBIT,
ü    12.5% based on Boat Group EBIT, 
ü    12.5% based on Life Fitness EBIT, and
ü    12.5% based on Bowling & Billiards EBIT


§ For Division leaders, 
ü    50% based on EPS (ex. items), and
ü    50% based on applicable division EBIT


EPS (ex. items) and EBIT from continuing operations results for the year will be adjusted for:
•Restructuring, exit and impairment costs (including debt extinguishment costs) and associated savings - variance from budget;
•Acquisition or sale of “strategic” assets;
•Impact of any “extraordinary” accounting charges (GAAP definition) or charges related to changes in accounting principles;
•Pension liability settlement or plan amendment related charges; 
•Unusual tax items (i.e., FIN 48, Discrete Tax Items, Valuation Allowance Reversals, etc.); and
•Impact of change in tax law (e.g., extension of R&D tax credit) - variance from budget.


The Human Resources and Compensation Committee will determine the applicable performance goals and the bonuses payable upon attainment of such goals.



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


§    CFO will review performance to evaluate required accruals;
§    CEO will review performance at end of performance period and recommend bonuses to the Human Resources and Compensation Committee as appropriate; and
§    Human Resources and Compensation Committee will review and approve bonuses 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 percentage of salary and covered salary (actual paid for year).  In no case shall an award exceed 200% of an individual’s target incentive opportunity.


Individuals must be employed at the end of the performance period to be eligible for an award, with ultimate payout at the discretion of the Human Resources and Compensation Committee.  Those employees whose employment terminates due to death, permanent and total disability, or as a result of restructuring activities or plant shutdown will be eligible to receive individual awards at the discretion of the CEO and Chief Human Resources Officer.  Any awards payable in the event of termination due to death, permanent disability, as a result of restructuring activities or plant shutdown shall be subject to the achievement of the applicable performance conditions and shall be paid as specified under “Timing and Form of Award Payments.”



	Timing and Form of Award Payments
	In 2015, after financial results are confirmed and appropriate approvals are obtained; provided, however, that any such award shall be paid to U.S.-based employees no later than March 15, 2015.  Payment may be made in cash, shares of Brunswick common stock granted under the Brunswick Corporation 2003 Stock Incentive Plan, a combination of cash or stock, or an alternate form of equity, as determined by the Human Resources and Compensation Committee. 



	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 Human Resources and Compensation Committee.  In addition, bonus awards shall be subject to forfeiture, recovery by Brunswick or other action pursuant to any other clawback or recoupment policy which Brunswick may adopt from time to time, including without limitation any such policy which Brunswick may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.



	Additional Terms & Conditions
	Payment of any bonus is in the sole discretion of the Human Resources and Compensation Committee.  The Human Resources and Compensation Committee may modify, revise, discontinue, cancel or terminate this plan or any payments associated with this plan at any time, without notice.