BRIGGS & STRATTON CORPORATION AND
SUBSIDIARIES
2004 Annual Report on Form 10-K
EXHIBIT 10.11
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
FOR DIRECTORS
Effective August 4, 2004
BRIGGS & STRATTON CORPORATION
DEFERRED COMPENSATION PLAN FOR
DIRECTORS
AS AMENDED AND RESTATED TO
August 4, 2004
SECTION I
PURPOSE
The purpose of the Briggs &
Stratton Corporation Deferred Compensation Plan for Directors is to
offer Non-Employee Directors the opportunity to defer all or a
portion of their Compensation for future services as a member of
the Board of Directors.
SECTION II
DEFINITIONS
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a.
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“
Beneficiary ” shall mean the person or persons
designated from time to time in writing by a Participant to receive
payments under the Plan after the death of such Participant, or, in
the absence of any such designation or in the event that such
designated person or persons shall predecease such Participant, his
estate.
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b.
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“
Common Share Unit ” shall mean a Deferred Amount which
is converted into a unit or fraction of a unit for purposes of the
Plan by dividing a dollar amount by the Fair Market Value of one of
the Corporation’s common shares.
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c.
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“
Corporation ” shall be Briggs & Stratton
Corporation.
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d.
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“
Common Stock ” shall mean shares of Briggs &
Stratton Corporation common stock awarded as part of Non-Employee
Director Compensation.
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e.
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“
Compensation ” shall mean payments which the
Participant receives from the Corporation for services, including
retainer fees, meeting fees, consent resolution fees and Common
Stock.
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f.
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“
Deferred Amount ” shall mean an amount of Compensation
deferred under the Plan and carried during the deferral period in
any Account provided for in the Plan.
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g.
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“
Distribution Date ” shall mean the date designated by
a Participant in the Notice of Election form for distribution of
the Participant’s Accounts.
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h.
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“
Dividend Equivalent ” shall mean an amount equal to
the cash dividend paid on one of the Corporation’s common
shares credited to an Account for each Common Share Unit or Share
of Common Stock credited to such Account.
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i.
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“ Fair Market Value
” shall mean the closing price of the Corporation’s
common shares as reported by the New York Stock Exchange or such
other exchange or
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national market system on which the
Corporation’s common shares may then be listed or
quoted.
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j.
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“
Non-Employee Director ” shall mean any duly elected or
appointed member of the Board of Directors of the Corporation who
is not an employee of the Corporation or of any subsidiary of the
Corporation.
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k.
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“
Participant ” shall mean any Non-Employee Director who
elects to defer any amount of Compensation under the
Plan.
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l.
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“
Plan ” shall mean this Briggs & Stratton
Corporation Deferred Compensation Plan for Directors, as amended
and restated.
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m.
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“
Secretary ” shall mean the duly elected Secretary of
the Corporation.
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SECTION III
ELECTION, MODIFICATION AND
TERMINATION PROCEDURES
Any Non-Employee Director wishing to
participate in the Plan must file with the Secretary of the
Corporation at P. 0. Box 702, Milwaukee, Wisconsin 53201, a written
Notice of Election on the form attached as Exhibit “A”
to defer payment of all or a portion of the Non-Employee
Director’s Compensation payable in the future. An effective
election with respect to Compensation, payment of which has been
deferred under the terms of this Plan, may not be modified or
revoked except to the extent provided in the third sentence of
Section VI. An effective election with regard to future
Compensation, payment of which has not yet been deferred, may be
modified by filing a new Notice of Election or may be terminated by
filing a Notice of Termination on the form attached as Exhibit
“B”.
SECTION IV
ESTABLISHMENT AND ADMINISTRATION
OF
DEFERRED DIRECTORS’
COMPENSATION ACCOUNTS
The amount of any
Participant’s Compensation deferred in accordance with an
election shall be credited to an Account maintained by the
Corporation. Such Account shall remain a part of the general funds
of the Corporation, and nothing contained in this Plan shall be
deemed to create a trust or fund of any kind or create any
fiduciary relationship. A separate record of each deferred
Participant’s Account shall be maintained by the Corporation
for each Participant in the Plan. The Participant’s Account
shall segregate the reporting of Common Stock deferrals and cash
deferrals.
The Director shall elect to have any
cash deferrals hereunder credited with earnings in accordance with
(a) or (b) below:
As of the last day of each calendar
quarter, the portion of the Participant’s Deferred Amount for
which the Participant has selected earnings to be credited pursuant
to this subsection (a) shall be adjusted as follows:
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(1)
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The
Participant’s Account shall first be charged with any
distributions made during the quarter.
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(2)
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The
Participant’s Account balance shall then be credited with a
supplemental amount for that quarter. Such supplemental amount
shall be computed by multiplying the Account balance after the
adjustment provided for in Subsection (1) by a fraction, the
numerator of which is 80% of the prevailing prime interest rate at
the Firstar Bank of Milwaukee on the last business day of the
quarter, and the denominator of which is four (4).
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(3)
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Finally, the
Account shall be credited with the amount, if any, of cash
Compensation deferred during that quarter.
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(b)
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Briggs &
Stratton Common Share Unit Account
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Compensation deferred into a Common
Share Unit Account shall be credited to the Account on the same
date as it would otherwise be payable to the Participant. Such
Deferred Amounts shall be converted into a number of Common Share
Units on the date credited to the Account by dividing the Deferred
Amount by the Fair Market Value on such date. If Common Share Units
exist in a Participant’s Account on a dividend record date
for the Corporation’s common shares, Dividend Equivalents
shall be credited to the Participant’s Account on the related
dividend payment date, and shall be converted into the number of
Common Share Units which could be purchased with the amount of
Dividend Equivalents so credited.
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(c)
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Briggs &
Stratton Common Stock Account
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Any Common Stock deferred under the
Plan shall be credited to the Account in shares on the same date as
they would otherwise be payable to the Participant. If Common Stock
exists in the Participant’s Account on a dividend record date
for the Corporation’s common shares, Dividend Equivalents
shall be credited to the Participant’s Account on the related
dividend payment date, and shall be converted into the number of
Common Share Units which could be purchased with the amount of
Dividend Equivalents so credited.
In the event of any change in the
Corporation’s common shares outstanding, by reason of any
stock split or dividend, recapitalization, merger, consolidation,
combination or exchange of stock or similar corporate change, the
Secretary shall make such equitable adjustments, if any, by reason
of any such change, deemed appropriate in the number of Common
Share Units and/or Common St
