EX-10.2 3 bc20170504ex102.htm 2017 BRUNSWICK PERFORMANCE PLAN SMIP PARTICIPANTS
2017 Brunswick Performance Plan (BPP)
Brunswick Corporation Senior Management Incentive Plan Participants
Summary Terms and Conditions

Purpose | Reward achievement of annual goals
Eligibility | Key managers designated by the Human Resources and Compensation Committee.
Performance Period | 2017 fiscal year.
Plan Funding - 162(m) Performance Measures | A pool will be funded for each participant based on the following: ŸFor the CEO: 2% of Brunswick Earnings Before Interest and Taxes (EBIT) ŸFor each individual additional participant: 1% of Brunswick EBIT For the purpose of plan funding, EBIT from continuing operations will be determined on a GAAP basis and will be adjusted for: ŸRestructuring, exit, integration, and impairment costs (including debt issuance and extinguishment costs); ŸAcquisition/sale of “strategic” assets (e.g., transformational or material acquisitions) not contemplated in the budget; ŸImpact of any “unusual in nature” or “infrequently occurring” charges or impacts related to changes in accounting principles; ŸImpact of unplanned financing arrangements (including debt issuance, off-balance sheet and factoring); and ŸPension liability settlement or plan amendment related charges.

Performance Measures | Without exceeding the pool funded for each participant, actual bonuses will be based on achievement against the following financial measures as of the end of the performance period. ŸFor Corporate-level employees, ü50% based on Earnings Per Share (EPS ex. items), ü16.67% based on Mercury Marine EBIT, ü16.67% based on Boat Group EBIT, and ü16.67% based on Life Fitness EBIT ŸFor Division leaders, ü50% based on EPS (ex. items), and ü50% based on applicable division EBIT EPS (ex. items) and EBIT from continuing operations results for the year will be adjusted for: ŸRestructuring, exit, integration, and impairment costs (including debt issuance and extinguishment costs) and associated savings - variance from budget; ŸAcquisition/sale of “strategic” assets (e.g., transformational or material acquisitions) not contemplated in the budget; ŸImpact of any “unusual in nature” or “infrequently occurring” charges or impacts related to changes in accounting principles; ŸImpact of unplanned financing arrangements (including debt issuance, off-balance sheet and factoring); ŸPension liability settlement or plan amendment related charges; ŸUnusual tax items (i.e., FIN 48, Discrete Tax Items, Valuation Allowance Reversals, etc.); and ŸImpact of change in tax law or rates - variance from budget. Performance results may be adjusted, as appropriate, to exclude any effect of a change in tax law or rates. The Human Resources and Compensation Committee will determine the applicable performance goals and the bonuses payable upon attainment of such goals. Notwithstanding the above, no award shall be payable unless the blended performance metrics above are attained at a level that is at least 25% of the target payout level, as certified by the Human Resources and Compensation Committee.
Funding Review and Approval | The following steps will be taken to review and approve funding: ŸCFO will review performance to evaluate required accruals; ŸCEO will review performance at end of performance period and provide funding information to the Human Resource and Compensation Committee as appropriate; and ŸHuman Resources and Compensation Committee will review and certify performance and funding of pools.

Individual Awards | Without exceeding each participant’s funded pool based on the attainment of the performance goals certified by the Human Resources and Compensation Committee, individual awards will be determined by the Human Resources and Compensation Committee on a discretionary basis using overall performance versus the established performance measures, 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: Ÿ200% of an individual’s target incentive opportunity, Ÿthe amount of the pool funded for the individual or Ÿthe maximum amount payable under the Brunswick Corporation Senior Management Incentive Plan. 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 recommendation of the CEO and Chief Human Resources Officer and the approval of the Human Resources and Compensation Committee. 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 2018, 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, 2018. Payment may be made in cash, shares of Brunswick common stock granted under the Brunswick 2014 Stock Incentive Plan, or 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 | This plan is a subplan under the Brunswick Corporation Senior Management Incentive Plan, and shall be subject to all of the terms, conditions and limitations under such plan. 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.

Nothing contained in these materials constitutes or is intended to create a promise of an individual incentive award or a contract of continued employment. Employment is at-will and may be terminated by either the employee or Brunswick for any reason at any time.