Exhibit 10.5


CONSULTING
AGREEMENT


THIS CONSULTING AGREEMENT (this “Agreement”) is made
as of August 14, 2006 by and between Briggs & Stratton Corporation, a
Wisconsin corporation having its principal business office at 12301 West Wirth
Street, Wauwatosa, Wisconsin 53222 (the “Company”), and Paul M. Neylon (the “Consultant”).


WHEREAS the Consultant has notified the Company that
he plans to retire from the Company effective August 31, 2006, and the parties
mutually desire that the Consultant be retained by the Company after his
retirement to provide certain consulting services in accordance with the
provisions of this Agreement,


NOW, THEREFORE, in consideration of the premises and
the mutual promises hereinafter set forth, the parties agree as follows:


1.   Scope of Work.   The
Consultant is hereby retained by the Company for the period from September 1,
2006 through December 31, 2007 to advise and act as a consultant to the Company
in connection with the following activities, when and as requested by the
Company’s Executive Vice President and Chief Operating Officer:


(a)            Provide
advice to management relating to the Company’s current and future manufacturing
operations and engine component suppliers worldwide.


(b)           Provide
advice to management relating to implementation and optimization of the Company’s
strategic plan.


(c)            Assist
management in training employees of the Company who are engaged in
manufacturing operations.


(d)           At
management’s request, communicate with suppliers and provide other services as
assigned.


2.   Compensation.   The Company
shall pay the Consultant in consideration of this retainer and for services
performed hereunder at a rate of $25,416.67 per month from September 1, 2006
through December 31, 2007, plus reasonable travel and living expenses payable
at the end of each month. The Consultant will submit invoices to the Company
monthly stating the specific dates on which he incurred such expenses with
appropriate documentation of the amount of such expenses.


3.   Standard of Performance.   Consultant
shall perform the services hereunder in compliance with applicable law and with
the same degree of skill and care he observed in working as an employee of the
Company. All such services shall reflect his best professional knowledge, skill
and judgment.


4.   Information Rights and Non-Disclosure.   The
Company shall have full and unrestricted rights to use and publish any
information provided by the Consultant in performing services under this
Agreement. Except with the prior written approval of an authorized representative
of the Company, the Consultant will not, either during the term of this
Agreement or thereafter, publish, disclose or otherwise make known any 









 



information concerning the Company, its business
plans, or its relationships with customers which the Consultant becomes aware
of in the course of his work under this Agreement.


5.   Records.   The Consultant
will keep such written records and make such reports as may be requested by the
Company. The Consultant will deliver to the Company, at its request, all such
records, together with any written material which may have been furnished to
him by the Company in connection with this Agreement, and thereafter he will
make no further use or utilization of any such material and information without
the prior written consent of the Company.


6.   Other Obligations.   The
Consultant agrees that in performing services under this Agreement he will
comply with all applicable Company policies concerning business practices. The
Consultant further agrees that, during the term of Agreement and for two years
after its expiration, he will not accept employment with, provide services to,
or otherwise engage in any work or business activity for any company that is a
competitor or direct or indirect customer of the Company insofar as such
employment, service, work or business may involve or be closely related to the
services provided by the Consultant under this Agreement, or where any third
party which competes with the Company in the field of this Agreement might be
benefited by the services rendered or information gained by the Consultant
under this Agreement.


7.   Contractor Status.   In
furnishing services pursuant to this Agreement, the Consultant will at all
times be acting as an independent contractor. The methods and means of
performance of all tasks assigned to the Consultant under this Agreement will
be entirely at his discretion. Consultant will not be an employee of the
Company and will not by reason of this Agreement or his services be entitled to
participate in or to receive any benefit or right under any of the Company’s
employee benefit or welfare plans, including without limitation Company
employee insurance, pension, savings and stock bonus plans.


8.   Termination.   This
Agreement may be terminated by mutual agreement of the parties in writing or
unilaterally by one party if the other party materially breaches any of its
obligations under this Agreement, provided that
the obligations of the Consultant under Sections 4, 5 and 6 above shall survive
and not be affected by any termination of this Agreement. Upon termination, the
Consultant will be paid for services rendered and reimbursable expenses
incurred up to the date of such termination and not thereafter. Payment upon
termination will be accepted by the Consultant in full satisfaction of all
claims and demands against the Company in connection with this Agreement.


9.   Complete Agreement.   This
Agreement is the entire and only agreement between the parties with respect to
the subject matter, except for the provisions of Consultant’s employment
agreement with the Company that are applicable after his retirement. All
services performed by the Consultant for the Company while this Agreement is in
effect shall be subject to its provisions. All prior and collateral
understandings, agreements and promises with respect thereto are merged herein.
This 



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Agreement may not be modified, waived, or extended
unless in writing signed by the party sought to be bound thereby.


10.   Dispute Resolution.   (i)
Any dispute, controversy or claim arising out of or relating to this Agreement
or any term or provision of this Agreement, including without limitation any
claims of breach, termination or invalidity thereof, (ii) any matter subject to
arbitration under any provision of this Agreement, and (iii) any other matter
which the parties agree to submit to arbitration shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Such
arbitration proceedings shall be held in Milwaukee, Wisconsin.


Notwithstanding the foregoing, the Company at all
times shall have the right to bring an action to enforce the covenants and seek
the remedies set forth in Sections 4, 5 and 6 of this Agreement through the
courts as it deems necessary or desirable in order to protect its proprietary
and other confidential information or to prevent the occurrence of any event
which the Company believes will cause it to suffer immediate and irreparable
harm or damage. The parties agree that any such action may be brought in a
state or federal court located within Milwaukee, Wisconsin. The parties waive
any and all objections to jurisdiction or venue.


In the event that the Consultant or the Company is
required to bring an arbitration proceeding or any legal action to enforce the
terms of this Agreement, the prevailing party shall, in addition to any other
remedies available to it, be entitled to recover its reasonable attorneys’ fees
and costs from the losing party.


11.   Applicable Law.   This
Agreement shall be governed by the laws of the State of Wisconsin.


IN WITNESS WHEREOF, the Company and the Consultant
have signed this Agreement as of the date first above written.


	
  PAUL M. NEYLON

  	
   

  	
  BRIGGS & STRATTON CORPORATION

  
	
   

  	
   

  	
   

  
	
  /s/ Paul M.
  Neylon

  	
   

  	
  By

  	
  /s/ John S. Shiely

  
	
   

  	
   

  	
   

  	
  John S. Shiely

  
	
   

  	
   

  	
   

  	
  Chairman, President & CEO

  



 



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