EXHIBIT 4.6
BRUNSWICK CORPORATION
ELECTIVE DEFERRED COMPENSATION PLAN
SECTION 1
General
1.1. Purpose. The
Brunswick Corporation Elective Deferred Compensation Plan (the
“Plan”) has been established by Brunswick Corporation
(the “Company”) so that it, and each of the Related
Companies which, with the consent of the Company, adopts the Plan
may provide its eligible employees with an opportunity to build
additional financial security, thereby aiding such companies in
attracting and retaining employees of exceptional
ability.
1.2. Effective
Date. The “Effective Date” of the Plan is
January 1, 1997.
1.3. Related
Companies and Employers. For purposes of the Plan, the term
“Related Company” means (i) any corporation,
partnership, joint venture or other entity during any period in
which it owns, directly or indirectly, at least 50% of the voting
power of all classes of stock of the Company (or successor to the
Company) entitled to vote; and (ii) any corporation,
partnership, joint venture or other entity during any period in
which at least a 50% voting or profits interest is owned, directly
or indirectly, by the Company, by any entity that is a successor to
the Company, or by any entity that is a Related Company by reason
of clause (i) next above. The Company and each Related Company
which, with the consent of the Company, adopts the Plan for the
benefit of its eligible employees are referred to below
collectively as the “Employers” and individually as an
“Employer.” A Related Company may, with the consent of
the Company, adopt the Plan by action of its Board of
Directors.
1.4. Operation and
Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in the Human
Resources and Compensation Committee (the “Committee”)
of the Board of Directors of the Company (the “Board”).
In controlling and managing the operation and administration of the
Plan, the Committee shall have the rights, powers and duties set
forth in Section 7. Capitalized terms in the Plan shall be
defined as set forth in the Plan.
1.5. Plan Year.
The term “Plan Year” means the calendar
year.
1.6. Applicable
Law. 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.
1.7. Gender and
Number. Where the context admits, words in any gender shall include
any other gender, words in the singular shall include the plural
and the plural shall include the singular.
1.8. Notices. Any
notice or document required to be filed with the Plan Administrator
(as defined in subsection 7.1) or the Committee under the Plan will
be properly filed if delivered or mailed to the Plan Administrator,
in care of the Company, at its principal executive offices. The
Plan Administrator may, by advance written notice to affected
persons, revise such notice procedure from time to time. Any notice
required under the Plan may be waived by the person entitled to
notice.
1.9. Form and Time
of Elections. Unless otherwise specified herein, each election
required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification
or revocation thereof, shall be in writing filed with the Plan
Administrator at such times, in such form, and subject to such
restrictions and limitations as the Plan Administrator shall
require.
1.10. Benefits
Under Qualified Plans. Compensation of any Participant that is
deferred under the Plan, and benefits payable under the Plan, shall
be disregarded for purposes of determining the benefits under any
plan that is intended to be qualified under section 401(a) of the
Internal Revenue Code of 1986, as amended (the
“Code”).
1.11. Other Costs
and Benefits. The Plan is intended to defer, but not to eliminate,
payment of compensation to a Participant. Accordingly, if any
compensation or benefits that would otherwise be provided to a
Participant in the absence of the Plan are reduced or eliminated by
reason of deferral under the Plan, the Company shall equitably
compensate the Participant for such reduction or elimination.
However, no reimbursement will be made for increased taxes
resulting from benefits under the Plan (whether resulting from a
change in individual income tax rates or otherwise).
1.12. Evidence.
Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information which the person acting on
it considers pertinent and reliable, and signed, made or presented
by the proper party or parties.
1.13. Action by
Employers. Any action required or permitted to be taken by any
Employer shall be by resolution of its board of directors, or by a
duly authorized officer of the Employer.
1.14. Withholding.
Except as otherwise provided by the Committee, (i) the deduction of
withholding and any other taxes required by law will be made from
all amounts paid in cash and (ii) in the case of payments in
shares of common stock of the Company (“Company
Stock”), the Participant shall be required to pay in cash the
amount of any taxes required to be withheld prior to receipt of
such Company Stock, or alternatively, a number of shares of Company
Stock the Fair Market Value (defined below) of which equals the
amount required to be withheld may be deducted from the payment;
provided, however, that the number of shares of Company Stock so
deducted may not have an aggregate Fair Market Value in excess of
the amount determined by applying the minimum statutory withholding
rate. “Fair Market Value” means the closing price on
the New York Stock Exchange — Composite Transactions Tape on
the relevant date or on the next preceding date on which a closing
price was quoted; provided, however, that the Committee may specify
some other definition of Fair Market Value.
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1.15. Adjustments.
In the event of any increase or decrease in the number of issued
shares of Company Stock resulting from a subdivision or
consolidation of shares or other capital adjustment, or the payment
of a stock dividend or other increase or decrease in shares,
effected without receipt of consideration by the Company, or other
change in corporate or capital structure, the number and class of
securities distributable under this Plan and the number of share
units in Participants’ Elective Stock Deferral Accounts shall
be appropriately adjusted by the Committee; provided, however, that
any fractional shares resulting from any such adjustment shall be
eliminated. The decision of the Committee regarding any such
adjustment shall be final, binding and conclusive.
SECTION 2
Participation
2.1. Participant.
Subject to the terms of the Plan, an individual shall be eligible
to make deferrals under the Plan during any period he or she is an
Eligible Employee. For purposes of the Plan, the term
“Eligible Employee” for any period shall mean any
employee of any Employer who is designated as an Eligible Employee
for that period, either by individual designation by the Committee,
or by being a member of a group designated by the
Committee.
2.2. Deferral
Election. An Eligible Employee shall participate in the Plan by
electing to defer payment of all or a portion of his Eligible
Compensation pursuant to the terms of a “Deferral
Election.” An individual’s Deferral Election shall be
filed at such time and in such form as may be determined by the
Committee from time to time. Except as otherwise provided by the
Committee, a Participant may not revoke any Deferral Elections. The
Committee may, in its discretion, override a Participant’s
Deferral Election and may revoke a Participant’s Deferral
Election as of the date on which the Participant ceases to be an
Eligible Employee (provided that this sentence shall not be
construed to permit the Committee to revoke a Distribution Election
by reason of the Participant ceasing to be an Eligible
Employee).
2.3. Eligible
Compensation. For purposes of the Plan, a Participant’s
“Eligible Compensation” from any Employer for any Plan
Year means such amounts as would otherwise be payable to him by the
Employer, and which are designated by the Committee as compensation
eligible for deferral in accordance with the Plan.
2.4. Plan Not
Contract of Employment. The Plan does not constitute a contract of
employment, and participation in the Plan will not give any
employee the right to be retained in the employ of any Employer nor
any right or claim to any benefit under the Plan, unless such right
or claim has specifically accrued under the terms of the
Plan.
SECTION 3
Plan Accounting
3.1. Elective Cash
Deferral Accounts. Subject to subsection 3.6, the Plan
Administrator shall establish an “Elective Cash Deferral
Account” for each Participant who has
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filed a Deferral Election. If a
Participant’s Eligible Compensation subject to a Deferral
Election would otherwise be payable from more than one Employer, a
separate subaccount shall be established within the
Participant’s Elective Cash Deferral Account with respect to
the Eligible Compensation from each such Employer.
3.2. Adjustment of
Elective Cash Deferral Accounts. Each Elective Cash Deferral
Account shall be adjusted in accordance with this subsection 3.2 in
a uniform manner as of such periodic “Accounting Dates”
as may be determined by the Plan Administrator from time to time
(which Accounting Dates shall be not less frequent than monthly).
As of each Accounting Date, the balance of each Elective Cash
Deferral Account shall be adjusted as follows:
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(a)
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first, charge
to the Account balance the amount of any distributions under the
Plan with respect to that Account that have not previously been
charged;
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(b)
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then, adjust
the Account balance for the applicable Investment Return Rate(s);
and
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(c)
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then, credit to
the Account balance the amount to be credited to that Account in
accordance with subsection 3.3 that have not previously been
credited.
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3.3. Crediting of
Elective Cash Deferral Accounts Under Deferral Election. The
balance of a Participant’s Elective Cash Deferral Account
shall be credited, in accordance with the provisions of paragraph
3.2(c), with the amount by which his Eligible Compensation subject
to a Deferral Election is reduced pursuant to the Deferral Election
that is not deferred into an Elective Stock Deferral Account
pursuant to subsection 3.6. Such crediting shall occur as of the
end of the month in which such Eligible Compensation would
otherwise have been paid to the Participant by the Employer were it
not for the reduction made pursuant to the Deferral Election or, if
such date is not an Accounting Date, as of the first Accounting
Date occurring thereafter.
3.4. Investment
Return Rates. The “Investment Return Rate(s)” with
respect to the Elective Cash Deferral Account, or portions thereof,
of any Participant for any period shall be the Investment Return
Rate(s) elected by the Participant in accordance with subsection
3.5 from among such investment alternatives (if any) for that
period which, in the discretion of the Committee, are offered from
time to time under this subsection 3.4.
3.5. Selection of
Investment Return Rate. The Investment Return Rate alternatives for
Elective Cash Deferral Accounts under the Plan, and a
Participant’s ability to choose among Investment Return Rate
alternatives, shall be determined in accordance with rules
established by the Committee from time to time; provided, however,
that the Committee may not modify the Investment Return Rate with
respect to periods prior to the adoption of the
modification.
3.6. Elective
Stock Deferral Accounts. A Participant’s Deferral Election
with respect to an award under the Brunswick Corporation Strategic
Incentive Plan (“SIP”) may designate all or a portion
of such award to be deferred into an “Elective Stock Deferral
Account” for the Participant. A Participant’s Elective
Stock Deferral Account shall be credited with (i) the number
of “Original” stock units equal to the sum of
(i) the number of shares of Company Stock
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the Fair Market Value of which
(determined as of the date on which funding of the deferred SIP
award is approved by the Committee) equals the amount of the SIP
award deferred into the Elective Stock Deferral Account and
(ii) the number of “Premium” stock units equal to
20% of the number of Original stock units determined in (i). Such
crediting shall occur as of the end of the month in which such SIP
award would otherwise have been paid to the Participant by the
Employer were it not for the reduction made pursuant to the
Deferral Election or, if such date is not an Accounting Date, as of
the first Accounting Date occurring thereafter. As of each
Accounting Date, a Participant’s Elective Stock Deferral
Account shall be adjusted to reflect the deemed reinvestment of
dividends in accordance with the terms of the Company’s
dividend reinvestment program, as in effect from time to time, and
shall be charged the amount of any distributions under the Plan
with respect to that Account that have not previously been
charged.
3.7. Statement of
Accounts. As soon as practicable after the end of each Plan Year,
and at such other times as determined by the Committee or the Chief
Executive Officer of the Company, the Company shall provide each
Participant having one or more Accounts under the Plan with a
statement of the transactions in his Accounts during that year and
his Account balances as of the end of the year.
SECTION 4
Distributions
4.1. General.
Subject to this Section 4 and Section 5 (relating to
Change in Control), the balance of a Participant’s Account(s)
shall be distributed in accordance with the Participant’s
most recently filed Distribution Election (defined below). In no
event shall the amount distributed with respect to any
Participant’s Account(s) as of any date exceed the amount of
the balance of the Account(s) as of that date.
4.2. Distribution
Election. A Participant’s Deferral Election shall also
specify the time and number of payments in which the
Participant’s Account(s) shall be distributed
(“Distribution Election”), subject to such restrictions
and limitations as may be imposed by the Committee. Except as
provided in subsection 5.1, no distribution may be made under the
Plan to the extent that distribution would cause the
