Exhibit
10.5
INDEMNIFICATION
AGREEMENT
This INDEMNIFICATION AGREEMENT (the
“Agreement”) is made and entered into as of
______________________, 20__ by and between Brunswick Corporation,
a Delaware corporation (the "Corporation"), and
_______________________ ("Indemnitee").
WHEREAS, the Corporation is a Delaware
corporation;
WHEREAS, at the request of the Corporation,
Indemnitee currently serves as a director
of the Corporation and may, therefore, be subjected to claims,
suits or proceedings arising as a result of his service;
WHEREAS, as an inducement to Indemnitee to
continue to serve as a director, the Corporation has agreed to
indemnify Indemnitee against expenses and costs incurred by
Indemnitee in connection with any such claims, suits or
proceedings, to the fullest extent that is lawful; and
WHEREAS, the parties to this Agreement desire to
set forth their agreement regarding indemnification.
NOW, THEREFORE, the parties agree as
follows:
1. Acts and Omissions Covered By This
Agreement . This Agreement shall cover any act or omission by
an Indemnitee which (i) occurs or is alleged to have occurred by
reason of his being or having been a director, (ii) occurs or is
alleged to have occurred before, during or after the time when the
Indemnitee served as a director and (iii) gives rise to, or is the
direct or indirect subject of a claim in any threatened, pending or
completed action, suit or proceeding at any time or times whether
during or after his service as a director.
2. Indemnity .
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(a)
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The Corporation
hereby agrees to indemnify, and keep indemnified in accordance
with, and to the fullest extent permitted by the Corporation's
charter and that is lawful, and regardless of any by-law provision
to the contrary, Indemnitee, from and against any expenses
(including attorney's fees), judgments, fines, taxes, penalties and
amounts paid in settlement actually and reasonably incurred by
Indemnitee in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a
director of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise and whether or not such action is by or in the right of
the Corporation or that other corporation, partnership, joint
venture, trust or other enterprise with respect to which the
Indemnitee serves or has served.
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(b)
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Despite
anything to the contrary in subsection (a), the Corporation agrees
to indemnify Indemnitee in a suit or proceeding initiated by the
Indemnitee only if the Indemnitee acted with the authorization of
the Corporation in initiating that suit or proceeding. However, an
arbitration proceeding brought under Section 8 shall not be subject
to this subsection (b).
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(c)
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Except as set
forth in Section 5 (Advancement of Expenses), the specific amounts
that were actually and reasonably incurred shall be indemnified by
the Corporation in the amount submitted by the Indemnitee unless
the Board of Directors (the “Board”) determines that
the request is unreasonable or unlawful. If the Board so determines
and the Board and the Indemnitee cannot agree, any disagreement
they have shall be resolved by a decision of the arbitrator in an
arbitration proceed
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