Exhibit 10.2
As Amended and Restated
Effective 6-29-09
BRIGGS & STRATTON
CORPORATION
PREMIUM OPTION AND STOCK AWARD
PROGRAM
As adopted by the Compensation
Committee on April 20, 2004 and amended
through August 11, 2009
BRIGGS & STRATTON
CORPORATION
PREMIUM OPTION AND STOCK AWARD
PROGRAM
The Premium Option and Stock Award
Program (“POSA Program”) is designed to build upon the
Company’s Economic Value Added Incentive Compensation Plan
(“EVA Plan”) by tying the interests of all Senior
Executives to the long term consolidated results of the Company. In
this way, the objectives of Senior Executives throughout the
Company will be more closely aligned with the Company’s
Shareholders. Whereas the EVA Plan provides for near and
intermediate term rewards, the POSA Program provides a longer term
focus by allowing Senior Executives to participate in the long-term
appreciation in the equity value of the Company. In general, the
POSA Program is structured such that each year an amount equivalent
to the Total Bonus Payout under the EVA Plan is invested on behalf
of Senior Executives in restricted and/or deferred shares of the
Company’s Stock (“Restricted and/or Deferred
Stock”) and an amount equivalent to the Senior
Executive’s Target Incentive Award is invested in premium
options on the Company’s Stock (“PSOs”). The
shares of Restricted and/or Deferred Stock vest five years after
their date of grant. The PSOs vest and become exercisable after
they have been held for three years, and they expire at the end of
five years. The PSOs are structured so that a fair return must be
provided to the Company’s Shareholders before they become
valuable.
|
2.0
|
Restricted
and/or Deferred Stock Awards
|
For each Plan Year, the dollar
amount to be invested in Restricted and/or Deferred Stock for each
Senior Executive shall be equal to the amount of each
Participant’s Total Bonus Payout determined under the EVA
Plan. The number of shares of R