Exhibit 10.8
Attachment A
BRUNSWICK
CORPORATION
SUPPLEMENTAL PENSION
PLAN
(As Amended and Restated
Effective February 3, 2009)
Section 1
GENERAL
1.1 History and
Purpose . Brunswick Corporation, a Delaware
corporation (the “Company”), previously established the
Brunswick Supplemental Pension Plan (the “Plan”) for
eligible employees to provide benefits that, when added to the
benefits payable on their account under the Brunswick Pension Plan
for Salaried Employees (the “Pension Plan”), will equal
the benefits which would have been payable on their account under
the Pension Plan but for the limitations imposed on such benefits
by Sections 401(a)(17) and 415 of the Internal Revenue Code of
1986, as amended (the “Code”).
1.2 Effective
Date . The Plan was originally effective January 1,
1981 and has been amended from time to time since that
date. The Plan was most recently amended and restated,
generally effective as of January 1, 2009, to satisfy the
requirements of Section 409A of the Code and shall be construed and
interpreted consistent therewith. The Plan is
being further amended and restated to freeze benefit accruals as of
December 31, 2009. This amendment and restatement of the
Plan shall apply to Participants who terminated employment after
December 31, 2004 and who did not commence benefits under the
Pension Plan prior to January 1, 2009. The benefits of
Participants who terminated employment prior to January 1, 2005
shall be administered in accordance with the terms of the Plan in
effect prior to such date. The benefits of Participants
who terminated employment after December 31, 2004 and commenced
benefits under the Pension Plan prior to January 1, 2009 shall be
administered in accordance with the special transition rules set
forth in Internal Revenue Service Notice 2007-86.
1.3 Freezing of
Accruals December 31, 2009 . Notwithstanding any
provision of the Plan to the contrary, no additional benefits shall
accrue under this Plan after December 31, 2009.
1.4 Definitions
. The following words and phrases as used herein shall
have the following meaning:
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Deferred
Compensation Agreement. A “Deferred Compensation
Agreement” means a contract or election form under which an
employee defers receipt of current compensation (including
employment contracts containing provisions for deferral of
compensation) and under which the Company is required to make
supplemental payments to the extent that the benefits payable to or
on account of such employee under the provisions of the Pension
Plan are reduced by reason of such deferral.
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Adjusted
Earnings. An employee’s “Adjusted
Earnings” for any calendar year means an amount equal to the
sum of:
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The
employee’s Earnings (as defined in the Pension Plan) for that
year without regard to any limitations on the dollar amount of
earnings set forth in the Pension Plan or in Section 401(a)(17) of
the Code; plus
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the amount of
any compensation deferred by the employee during that year pursuant
to the terms of a Deferred Compensation Agreement.
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Change in
Control. “Change in Control” of the Company
shall have the meaning ascribed to such term under Code Section
409A and applicable regulations issued thereunder; 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.
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1.5 Plan
Administration . The authority to control and manage
the operation and administration of the Plan shall be vested in the
Human Resource and Compensation Committee of the Board of Directors
of the Company (the “Committee”). In
controlling and managing the operation and administration of the
Plan, the Committee shall have the power and authority to interpret
and construe the provisions of the Plan, to determine the amount of
benefits and the rights or eligibility of employees or Participants
under the Plan and shall have such other power and authority as may
be necessary to discharge its duties hereunder.
The Committee may allocate all of 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. Until the Committee takes action to the contrary,
the powers and responsibilities of the Committee shall be delegated
to the Vice President and Chief Human Resources Officer (or his
delegate) of the Company, subject to such direction as may be
provided to the Vice President and Chief Human Resources Officer or
his delegate from time to time by the Committee.
1.6 Source of
Benefit Payments . The amount of any benefit payable
under the Plan shall be paid from the general revenues of the
Company.
1.7 Applicable
Laws . 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.
1.8 Number
. Where the context admits, words in the singular shall
include the plural and the plural shall include the
singular.
1.9 No Enlargement
of Employment Rights . Nothing herein contained
shall be construed to give any Participant the right to be retained
in the employment of the Company or to limit the right of the
Company to terminate the employment of any Participant at any
time.
1.10 Claims
Procedures . The claims procedures applicable to
claims and appeals of denied claims under the Pension Plan shall
apply to any claims for benefits under the Plan and appeals of any
such denied claims.
1.11 Notices
. Any notice or document required to be filed with the
Committee under the Plan shall be properly filed if delivered or
mailed by registered mail, postage prepaid, to the Committee, in
care of the Company, at its principal executive
offices. The Committee may, in its discretio
