Brunswick (BC)

Awards

Grants of performance shares were made to all NEOs in 2008 pursuant to the Brunswick 2003 Stock Incentive Plan. For details regarding how the final award is determined, see the discussion of performance shares under “Compensation Element” in the Compensation Discussion & Analysis.

Grants of SARs were made to all NEOs in 2008 pursuant to the Brunswick 2003 Stock Incentive Plan. SARs are granted annually and typically vest one-fourth on each of the first through fourth anniversaries of the grant date. The number of shares represented by the SARs awarded under the annual grant is as follows: Mr. McCoy, 567,900 shares; Mr. Lockridge, 66,300 shares; Mr. Graves, 65,700; and Mr. Lowe, 53,600 shares. Mr. Hamilton’s 2008 SAR grant of 100,000 shares was designed primarily as a retention incentive and, as such, vests 100% on the third anniversary of the grant.

In 2008, potential awards were granted to the NEOs under the 2008 BPP. Payout of BPP is contingent on attainment of established financial and strategic goals, weighted 40 percent and 60 percent, respectively. Messrs McCoy, Hamilton, Lockridge and Lowe were on the corporate BPP. Their BPP financial measures were weighted 40 percent on EPS and 60 percent on BVA. Their BPP strategic measures were weighted 50 percent on the achievement of two corporate goals and 50 percent on the consolidated results of the division goals. Mr. Graves was on divisional BPP in his role as President – US Marine and Outboard Boat Group. His BPP financial measures were weighted 100 percent on BVA for his businesses. His BPP strategic measures were weighted 50 percent on the achievement of two corporate goals and 50% on the achievement of goals for his businesses. Although the Company achieved certain of the measures under the Plan, Management decided to forgo any payment of any incentive amounts under the plan to all participants (including the NEOs) in light of continued uncertainties in the marketplace and the need to maintain liquidity.

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Awards

Grants of RSUs were made to all NEOs, other than Messrs. McCoy and Hamilton, in 2007 pursuant to the Brunswick 2003 Stock Incentive Plan. RSUs were used for both annual grants and SIP deferral premiums, each vesting three years from the date of grant. The number of RSUs awarded under the annual grant and SIP deferral premium is as follows: Mr. Mackey, 3,200 units; Mr. Leemputte, 3,200 units; Mr. Stransky, 2,157 units, and Mr. Lockridge, 1,800 units. Dividend equivalencies are credited to RSUs during the vesting period.

A performance share grant of 26,000 shares was made in 2007 to Mr. McCoy. The number of performance shares earned is to be based on the average BPP payout percent for corporate headquarters employees for each of 2007, 2008 and 2009 multiplied by 26,000 (the target award level) to a maximum of 130 percent of target. The 2007 BPP payout was 0 percent.

Grants of SARs were made to all NEOs, other than Mr. Hamilton, in 2007 pursuant to the Brunswick 2003 Stock Incentive Plan. SARs are granted annually and vest one-fourth on each of the first through fourth anniversaries of the grant date. The number of shares represented by the SARs awarded under the annual grant is as follows: Mr. McCoy, 180,000 shares; Mr. Mackey, 27,000 shares; Mr. Leemputte, 27,000 shares; Mr. Stransky, 16,000 shares; and Mr. Lockridge, 16,000 shares.

In 2007, potential awards were granted to the NEOs, other than Mr. Hamilton, under the 2007-2008 SIP. Payout of SIP is contingent on attainment of established financial and strategic goals at the end of the two-year performance period. For the 2007-2008 performance period, BVA and EPS comprise the financial goals. The strategic goals consist of initiatives tied to global growth, cost control, product quality, distribution and employee satisfaction.

In 2007, potential awards were granted to the NEOs under the 2007 BPP. Payout of BPP is contingent on attainment of established financial goals. Messrs. McCoy, Mackey, Leemputte and Lockridge are on the corporate BPP. Their BPP measures were weighted 40 percent on EPS and 60 percent on BVA. Mr. Stransky was on a division BPP in his role as President - Life Fitness. His BPP measures were weighted 100 percent on Life Fitness BVA. Awards earned under the 2007 BPP are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

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Awards

Grants of RSUs were made to all NEOs in 2006 pursuant to the Brunswick 2003 Stock Incentive Plan. RSUs were granted in the following four categories: annual grants, retention grants, SIP deferral premiums and 2004-2005 SIP payout grants above the 200 percent earned award. Annual RSU grants and SIP deferral premium RSU grants vest three years from the date of grant, while SIP RSU grants above the 200 percent earned award vest one-third on each of the first through third anniversaries of the date of grant, and retention grants vest four years from the date of grant. The number of RSUs awarded under the annual, SIP deferral premium and SIP payout above 200 percent is as follows: Mr. McCoy, 6,450 units; Mr. Mackey, 21,898 units; Mr. Leemputte, 7,642 units; Mr. Smith, 7,649 units; and Mr. Hamilton, 7,680 units. Mr. Leemputte received 15,000 units under the retention grant and was the only NEO who received this grant. Dividend equivalencies are credited to RSUs during the vesting period.

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A performance share grant of 20,000 shares was made in 2006 to Mr. McCoy. The number of performance shares earned is to be based on the average BPP payout percent for corporate headquarters employees for each of 2006, 2007 and 2008 multiplied by 20,000 (the target award level) to a maximum of 130 percent of target. The 2006 BPP payout was 0 percent.

Grants of SARs were made to all NEOs in 2006 pursuant to the Brunswick 2003 Stock Incentive Plan. SARs are granted annually and vest one-fourth on each of the first through fourth anniversaries of the grant date. The number of shares represented by the SARs awarded under the annual grant is as follows: Mr. McCoy, 150,000 shares; Mr. Mackey, 20,000 shares; Mr. Leemputte, 20,000 shares; Mr. Smith, 12,000 shares; and Mr. Hamilton, 20,000 shares.

In 2006, potential awards were granted to the NEOs under the 2006-2007 SIP. Payout of SIP is contingent on attainment of established financial and strategic goals at the end of the two-year performance period. For the 2006-2007 performance period, BVA and EPS comprise the financial goals. The strategic goals consist of initiatives tied to customer satisfaction, market share growth, product innovation and employee satisfaction.

In 2006, potential awards were granted to the NEOs under the 2006 BPP. Payout of BPP is contingent on attainment of established financial goals. Messrs. McCoy, Mackey, Leemputte, Smith and Hamilton are on the corporate BPP. Their BPP measures were weighted 40 percent on EPS, 40 percent on BVA and 20 percent on revenue growth. Mr. Hamilton was on a divisional BPP while serving as President - Life Fitness. His BPP measures were weighted 75 percent on BVA and 25 percent on operating margin. In 2006, only Mr. Hamilton earned an award under the 2006 BPP based on his time as President-Life Fitness. This award is reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

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