- Amended Current report filing (8-K/A)
October 30 2008 - 4:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________________________
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): October 29, 2008
BRUNSWICK
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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001-01043
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36-0848180
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(State or
Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1 N. Field
Court
Lake Forest,
Illinois
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60045-4811
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(Address of Principal Executive
Offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code: (847) 735-4700
(Former Name or Former Address, if
Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240, 14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240, 13e-4(c))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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As previously
disclosed in the Company’s Current Report on Form 8-K filed on September 8,
2008, Brunswick Corporation (the “Company”) appointed Peter B. Hamilton its
Senior Vice President and Chief Financial Officer, effective September 15,
2008.
On September
15, 2008 Mr. Hamilton received an award of 60,000 performance shares under
the Brunswick 2003 Stock Incentive Plan (the “Plan”). In addition, on
October 28, 2008 the Compensation Committee of the Company’s Board of Directors
granted Mr. Hamilton 100,000 stock appreciation rights under the
Plan. The value of the stock appreciation rights is based upon the
fair market value of the stock on November 3, 2008. The award vests
and becomes exercisable the earlier of (i) the third anniversary following
grant, so long as Mr. Hamilton is employed by us as of that date; (ii)
termination due to Mr. Hamilton’s death or disability; or (iii) a change in
control (as defined in the Plan).
On October
29, 2008, the Company entered into Terms and Conditions of Employment (the “CFO
Terms”) with Mr. Hamilton. Mr. Hamilton was previously employed by
the Company from 2000 to 2007 pursuant to Terms and Conditions of Employment,
dated as of January 18, 2007 (the “Prior Agreement”). The CFO Terms
supersede the Prior Agreement.
Pursuant to
the CFO Terms, the Company agrees to employ Mr. Hamilton, and Mr. Hamilton
agrees to serve, as the Company’s Senior Vice President and Chief Financial
Officer, reporting directly to the Company’s Chief Executive
Officer. Pursuant to the CFO Terms, Mr. Hamilton shall be entitled to
an annual base salary of $535,000, subject to adjustment as determined by the
Compensation Committee of the Company’s Board of Directors (the
“Committee”). In addition, Mr. Hamilton shall be entitled to
participate in the Brunswick Performance Plan (“BPP”), with a target bonus
determined by the Committee, and shall also be eligible for grants of
equity-based awards under the Company’s 2003 Stock Incentive Plan, as determined
by the Committee or the Board of Directors. Mr. Hamilton shall also
be eligible for other benefits to which executive officers of the Company are
entitled, including health and welfare benefits and participation in the
Company’s deferred compensation plans.
The CFO Terms
provide that certain benefits that Mr. Hamilton became entitled to receive as a
result of his prior employment with the Company shall not be reduced or impaired
as a result of his employment pursuant to the CFO
Terms. Specifically, the CFO Terms provide that Mr. Hamilton will
continue to receive the pension benefits he accrued during his previous
employment with the Company and that his rights with respect to post-retirement
medical benefits, stock options and stock appreciation rights and split dollar
life insurance that relate to his prior employment shall not be affected by his
reemployment pursuant to the CFO Terms.
Mr. Hamilton
is an “at will” employee and shall not be entitled to any severance benefits
pursuant to the CFO Terms, except in the event that his employment is terminated
by the Company without “cause” or for “good reason” following a “change in
control” of the Company (each, as defined in the CFO Terms). In such
a case, except as set forth below, Mr. Hamilton will be entitled to a lump-sum
severance payment equal to three times the sum of (i) his annual base salary,
(ii) the larger of his targeted annual bonus under the BPP for the year of
termination or the year in which the change in control occurs, (iii) if
termination occurs on or prior to December 31, 2010, his targeted bonus under
the Company’s Strategic Incentive Plan for the 2005-2006 period, and (iv) an
amount equal to the contributions made to the Company’s 401(k) plan and any
non-qualified defined contribution plans by the Company on Mr. Hamilton’s behalf
during the one-year period prior to his termination. Notwithstanding
the foregoing, if Mr. Hamilton will attain age 65 prior to the third anniversary
of termination, then his severance benefits will be reduced so that he will not
be entitled to severance benefits for the period that follows his attainment of
age 65. In the event of termination of Mr. Hamilton’s employment
under circumstances that entitle him to severance, Mr. Hamilton would also be
entitled to accelerated vesting of his outstanding equity-based awards and up to
three years of continued health and welfare benefits (but not beyond his 65th
birthday). The CFO Terms provide that in order for Mr. Hamilton to
become entitled to the foregoing payments and benefits, he must execute a
general release of claims in favor of the Company. The CFO Terms also
provide that Mr. Hamilton will be entitled to indemnification from the Company
in the event that he becomes subject to certain excise taxes or other
penalties.
The CFO Terms
provide that in the event that Mr. Hamilton’s employment terminates for any
reason, he will be subject to certain restrictive
covenants. Specifically, for a period of 18 months following
termination of his employment, Mr. Hamilton will be prohibited from competing
with the Company and from soliciting or hiring its
employees. Furthermore, except with respect to specific
situations Mr. Hamilton will be prohibited from making any statement that is
required to protect the Company’s confidential information. The CFO
Terms provide that in the event that Mr. Hamilton materially breaches any of the
foregoing obligations, in addition to any other remedies that the Company may
have, the Company’s obligations to provide him with payments and benefits will
cease, his outstanding equity awards will be immediately forfeited and he will
be required to repay the Company for any severance he has received and any
amounts he realized with respect to equity-based awards at any time during the
period beginning one year prior to the date his employment
terminates.
The CFO Terms
will terminate automatically when Mr. Hamilton attains age 65. In
addition, the CFO Terms may be terminated by the Company at any time upon six
months’ notice, provided that in the event of a change in control, the CFO Terms
may not be terminated for a period of two years thereafter.
The foregoing
description of the CFO Terms is a summary of their material terms, does not
purport to be complete, and is qualified in its entirety by reference to the CFO
Terms filed as Exhibit 10.1 to this report and incorporated by reference
herein.
ITEM
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits:
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Exhibit
No.
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Description
of
Exhibit
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10.1
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Terms
and Conditions of Employment by and between Brunswick Corporation and
Peter B. Hamilton dated October 29,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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BRUNSWICK
CORPORATION
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Date:
October 30, 2008
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By:
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/s/ LLOYD
C. CHATFIELD II
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Name:
Lloyd C. Chatfield II
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Title:
Vice President, General
Counsel & Secretary
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EXHIBIT INDEX
Exhibit
No.
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Description
of
Exhibit
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10.1
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Terms
and Conditions of Employment by and between Brunswick Corporation and
Peter B. Hamilton dated October 29, 2008.
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