UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

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 25, 2017

 

 

BRIGGS & STRATTON CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Wisconsin   1-1370   39-0182330

(State or other jurisdiction

of incorporation)

 

(Commission File

Number)

 

(I.R.S. Employer

Identification No.)

12301 West Wirth Street, Wauwatosa, Wisconsin 53222

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (414) 259-5333

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 25, 2017, the shareholders of Briggs & Stratton Corporation (the “Company”) approved the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan is intended to motivate participants through performance-related incentives, align the interests of participants with those of the Company’s shareholders and enable the Company to attract and retain qualified and competent persons as employees and members of its Board of Directors. The 2017 Plan provides for a variety of awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units, performance units and other stock-based and cash-based awards, as described in the Company’s Definitive Proxy Statement for its 2017 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on September 8, 2017 (the “2017 Proxy Statement”).

The foregoing description of the 2017 Plan is not complete and is qualified in its entirety by the full text of the 2017 Plan, which was included as Exhibit B to the 2017 Proxy Statement and is incorporated herein by reference. The forms of each award agreement under the 2017 Plan are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.

On October 25, 2017, the Company entered into an agreement with Todd J. Teske, its President and Chief Executive Officer, to modify the outstanding equity awards previously granted to Mr. Teske under the Company’s 2014 Omnibus Incentive Plan, as amended (the “Existing Award Agreements”). The modifications are designed to align the treatment of awards under the Existing Award Agreements in the event of a termination without cause with the treatment in such a circumstance under the award agreements under the 2017 Plan. The Existing Award Agreements, as amended, provide that the termination date is the date upon which Mr. Teske’s employment agreement with the Company would have expired had he been provided with a notice of nonrenewal of his employment agreement by the Company on the date of notice of a termination without cause instead of the date of termination as was previously the case.

The agreement with Mr. Teske is filed as Exhibit 10.10 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s Annual Meeting of Shareholders was held on October 25, 2017 (the “Annual Meeting”), with the following results:

The following nominees were elected to serve three-year terms on the Company’s Board of Directors by the following votes:

 

     For    Withheld    Broker Non-Votes

Keith R. McLoughlin

   32,098,605    2,473,171    4,079,768

Henrik C. Slipsager

   32,174,467    2,397,309    4,079,768

Brian C. Walker

   27,427,132    7,144,644    4,079,768


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Directors of the Company who were not up for re-election at the Annual Meeting and whose terms of office continued after the Annual Meeting are as follows: Jeffrey R. Hennion, James E. Humphrey, Frank M. Jaehnert, Patricia L. Kampling, Charles I. Story and Todd J. Teske.

Deloitte & Touche LLP was ratified as the Company’s independent auditors by the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

38,399,010

   177,684    74,850   

The advisory proposal to approve executive compensation was approved by the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

32,168,112

   2,270,605    133,059    4,079,768

The advisory proposal on the frequency of future advisory votes to approve executive compensation received the following votes:

 

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker Non-Votes

24,465,982

   101,712    9,901,031    103,051    4,079,768

Based on the results of the advisory proposal on the frequency of future advisory votes to approve executive officer compensation and other factors, the Company’s Board of Directors determined that it will continue to hold future advisory votes to approve executive compensation annually until the next required shareholder vote on the frequency of these votes.

The 2017 Plan was approved by the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

31,368,337

   3,089,541    113,898    4,079,768


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Briggs  & Stratton Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit B to the Company’s Definitive Proxy Statement for the Annual Meeting, filed on September 8, 2017).
10.2    Form of Stock Option Agreement under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan.
10.3    Form of Performance Unit Award Agreement under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan.
10.4    Form of Restricted Stock Award Agreement under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan.
10.5    Form Restricted Stock Unit Award Agreement under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan.
10.6    Form of CEO Stock Option Agreement under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan.
10.7    Form of CEO Performance Unit Award Agreement under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan.
10.8    Form of CEO Restricted Stock Award Agreement under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan.
10.9    Form of CEO Restricted Stock Unit Award Agreement under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan.
10.10    Letter Agreement, dated October 25, 2017, between Briggs & Stratton Corporation and Todd J. Teske.


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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 hereunto duly authorized.

 

   

BRIGGS & STRATTON CORPORATION

                         (Registrant)

Date: October 31, 2017     By:  

/s/ Kathryn M. Buono

      Kathryn M. Buono
      Vice President, General Counsel and Corporate Secretary
      Duly Authorized Officer

Exhibit 10.2

BRIGGS & STRATTON CORPORATION

2017 OMNIBUS INCENTIVE PLAN

STOCK OPTION AGREEMENT

 

Optionee:    «Name»   
No. of Shares:    «Number»   
Date of Grant:   

 

  
Vesting Date:   

 

  
Expiration Date:   

 

  
Option Price:   

$

  
Type of Option:   

 

  
    (NSO or ISO)      

BRIGGS & STRATTON CORPORATION (the “Company”), a Wisconsin corporation, hereby grants to the above-named employee (the “Optionee”) under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”) a stock option to purchase from the Company during the period commencing (except as otherwise provided herein) on the Date of Grant and ending (except as otherwise provided herein) on the Expiration Date set forth above (the “Option Term”) up to but not exceeding in the aggregate the number of shares set forth above of the common stock, $0.01 par value, of the Company (“Common Stock”) at the price per share set forth above (the “Option Price”), all in accordance with and subject to the following terms and conditions:

1. Except as provided below, no shares subject to this option may be purchased before the Vesting Date identified above. On such date and from time to time thereafter, the shares subject to this option may be purchased during the Option Term. However, upon a Change in Control as defined in Article 2.8 of the Plan, the shares subject to this option shall immediately vest and become exercisable, subject to the Committee’s right to elect to cancel the option and pay the Optionee the value thereof in accordance with Article 17(a) of the Plan.

2. The following provisions shall apply with respect to the exercise of the option following termination of employment:

2.1. If the Optionee’s employment is terminated for any reason prior to the Vesting Date, then, unless otherwise stated below, this option shall not be exercisable.

2.2. In the event that the Optionee’s employment shall be terminated by reason of Retirement, the option shall remain in effect in accordance with its terms, except that (i) the Optionee may make application (at least one month prior to Retirement) to the Compensation Committee (the “Committee”) of the Board of Directors of the Company for this option to become exercisable on such effective date, which application may be denied or granted in whole or in part, (ii) if the Optionee dies within three years of such Retirement, the unexercised portion of any remaining option shall be exercisable immediately for a period of one year from the date of death of the Optionee, and (iii) in no event may any option be exercised more than three years after the date of Retirement or following expiration of the original Option Term, whichever period is shorter.

 

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2.3. In the event that the Optionee’s employment shall be terminated by reason of death, the option shall be fully exercisable and may thereafter be exercised for a period of one year from the date of death or until expiration of the original Option Term, whichever is shorter.

2.4. In the event that the Optionee’s employment shall be terminated by reason of Disability, the option shall remain in effect in accordance with its terms, except that (i) the Committee may accelerate the date on which the option may first be exercised, (ii) if the Optionee dies within three years of such termination of employment, the unexercised portion of any remaining option shall be exercisable immediately for a period of one year from the date of death of the Optionee, and (iii) in no event may any option be exercised more than three years after the date of termination of employment or following expiration of the original Option Term, whichever period is shorter.

2.5. In the event that an Optionee’s employment is terminated for any other reason, no shares may be purchased after the date of termination of employment; except that the option, to the extent then exercisable, may be exercised for one year after the Optionee’s termination of employment or the balance of the Option Term, whichever is shorter.

Nothing in Sections 2.2, 2.3, 2.4 or 2.5 above shall permit the purchase of any shares after the Expiration Date set forth above.

The Optionee’s employment shall be deemed to be terminated when he or she is no longer employed by (i) the Company, a subsidiary or an affiliate thereof, or (ii) a corporation, or a parent or subsidiary thereof, substituting a new option for the option granted by this Agreement (or assuming the option granted by this Agreement) by reason of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation. Leaves of absence shall not constitute termination of employment.

Notwithstanding anything in the foregoing to the contrary, to the extent permitted under Section 422 of the Code, if the Optionee’s employment is terminated by reason of death, Disability or Retirement and the portion of this option that is otherwise exercisable during the post-termination period as provided above is greater than the portion that is exercisable as an incentive stock option during such post-termination period under Section 422, such post-termination period shall automatically be extended (but not beyond the original Option Term) to the extent necessary to permit the Optionee to exercise this option either as an incentive stock option or, if exercised after the expiration periods that apply for purposes of Section 422, as a non-qualified stock option.

As used in this Section of this Agreement, “Disability” shall have the meaning stated in Article 2.15 of the Plan, and “Retirement” shall mean any termination of employment by the Employee or the Company for reason other than death after the Optionee has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

 

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3. It shall be a condition to the effectiveness of this Agreement that the Optionee shall have signed an employment or other agreement containing customary provisions relating to noncompetition during employment, nonsolicitation of employees and customers following employment, confidentiality and assignment of inventions to the Company, in the form proposed by the Company.

4. If the Committee determines that the Optionee has breached any of the obligations contained in the agreements referenced in Section 3 of this Agreement, the Optionee shall forfeit any outstanding option that has not yet been exercised. If the Committee determines that there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons, the Company may recover all or any portion of the gain the Optionee realized by exercising an option within twelve (12) months after the restated plan year.

5. Exercise of this option shall occur on the date (the “Date of Exercise”) the Company receives at its principal executive offices (i) a written notice (the “Notice of Exercise”) specifying the number of shares to be purchased, and (ii) payment by certified check, cashier’s check or confirmation of a wire transfer for the Option Price for such shares. In lieu of such payment by certified check, cashier’s check or wire transfer, the Optionee may pay the Option Price by a cashless (broker-assisted) exercise or may tender to the Company (i) outstanding shares of Common Stock, having a Fair Market Value, determined on the Date of Exercise, equal to the Option Price for the number of shares being purchased, or (ii) a combination of shares of outstanding Common Stock, as described above, so valued and payment as aforesaid which equals said Option Price, together, in each case, with payment of any applicable stock transfer tax. If the Fair Market Value, as so determined, of the shares tendered to the Company shall exceed the Option Price applicable to the number of shares being purchased, an appropriate cash adjustment will be made by the Company for any fractional share remaining. The Company will not deliver shares of Common Stock being purchased upon any exercise of this option unless it has received an acceptable form of payment for all applicable withholding taxes or arrangements satisfactory to the Company for the payment thereof have been made. As provided in Section 22.2(b) of the Plan, withholding taxes may be paid with outstanding shares of Common Stock (including Common Stock delivered upon exercise of this option), such Common Stock being valued at Fair Market Value on Date of Exercise. The Optionee shall have no rights as a stockholder with respect to any shares covered by this option until the date of the issuance of a stock certificate for such shares.

6. This option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and is exercisable during the Optionee’s lifetime only by the Optionee or by the guardian or legal representative of the Optionee.

 

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7. The terms and provisions of this Agreement (including, without limiting the generality of the foregoing, terms and provisions relating to the option price and the number and class of shares subject to this option) shall be subject to appropriate adjustment in the event of any recapitalization, merger, consolidation, disposition of property or stock, separation, reorganization, stock dividend, issuance of rights, combination or split-up or exchange of shares, or the like.

8. Whenever the word “Optionee” is used herein under circumstances such that the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom this option may be transferred by will or by the laws of descent and distribution, it shall be deemed to include such person or persons.

9. The terms and provisions of the Plan (a copy of which will be furnished to the Optionee upon written request to the Briggs & Stratton Corporation, 12301 West Wirth Street, Wauwatosa, Wisconsin 53222) are incorporated herein by reference. To the extent any provision of this Agreement is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Capitalized terms not otherwise defined herein have the meaning set forth in the Plan.

IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed as of the Date of Grant set forth above.

 

BRIGGS & STRATTON CORPORATION
By  

 

  Todd J. Teske
  Chairman, President & CEO

 

«Name»

 

4

Exhibit 10.3

BRIGGS & STRATTON CORPORATION

2017 OMNIBUS INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

(PAYABLE IN CASH)

 

Participant:    [ Insert name ]
Performance Units:   

 

Performance Period:    Plan Year              through Plan Year             
Performance Measures:    Cumulative Operating Income (“COI”)

BRIGGS & STRATTON CORPORATION (the “Company”), a Wisconsin corporation, hereby awards to the above-named employee (the “Participant”) under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”) the number of Performance Units set forth above, all in accordance with and subject to the attached Performance Unit Terms and Conditions.

If there is any inconsistency between this Agreement and the Plan, the Plan shall supersede the conflicting terms and conditions of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

IN WITNESS WHEREOF, this Performance Unit Award Agreement has been duly executed as of                  .

 

BRIGGS & STRATTON CORPORATION
By  

                 

Todd J. Teske
Chairman, President and CEO
PARTICIPANT

 

«Name»


Briggs & Stratton Corporation

Performance Unit Terms and Conditions

Section 1. Performance Period

The Performance Period commences on the first day of the three-year performance period stated on the first page of the award and ends on the last day of such period.

Section 2. Achievement of Performance Measures and Payout of Performance Units

(a) The amount payable pursuant to this Agreement shall be based upon the achievement of a level of COI as approved by the Compensation Committee (the “Committee”) of the Company’s Board of Directors for the Performance Period, in accordance with the following table:

 

Performance Level

  

COI

  

Percentage of Target Earned

Minimum

   $XXX million    25%

Target      

   $YYY million    100%

Maximum

   $ZZZ million    200%

(b) “COI” means the Company’s Income from Operations as reported in its consolidated financial statements filed with the SEC for the relevant Performance Period or relevant portion thereof as adjusted by the Committee to exclude or adjust significant nonbudgeted or uncontrollable capital investments or gains or losses from actual financial results in order to properly measure performance.

(c) The amount earned shall be equal to the number of Performance Units subject to the award times the Percentage of Target Earned per the table above times $1, provided that the Performance Units will have no value if COI during the Performance Period is less than the Minimum Performance Level and in no event will the Percentage of Target Earned exceed 200%. Straight line interpolation shall be used to determine the payout in the event the ranking does not fall directly on one of the ranks listed in such table. For example, if the award is for 50,000 Performance Units and the Percentage of Target Earned is 117.25%, the payout would be $58,625 (i.e., 50,000 x 117.25% x $1 = $58,625).

Section 3. Restrictive Covenants

It shall be a condition to the effectiveness of this Agreement that the Participant shall have signed an employment or other agreement containing customary provisions relating to noncompetition during employment, nonsolicitation of employees and customers following employment, confidentiality and assignment of inventions to the Company, in the form proposed by the Company.


Section 4. Termination Provisions

(a) Except as provided below, the Participant shall be eligible for payment of the Performance Units as determined in Section 2 only if the Participant’s employment with the Company (or one of its affiliates) continues through the end of the Performance Period.

(b) If the Participant’s employment terminates prior to the end of the Performance Period by reason of the occurrence of such Participant’s Retirement, Disability or death, a pro-rated payment will be provided as follows:

(i) In the event of Retirement or Disability, the pro-rated payment will be computed as of the end of the Performance Period. The proration shall be based on the number of full months that the Participant was employed during the Performance Period prior to the Retirement or Disability.

(ii) In the event of death, COI will be computed as of the end of the Company’s fiscal quarter subsequent to the date of death and compared to Target COI during the same period. The amount paid shall equal the amount that would be payable based on such comparison, prorated to reflect the number of full months that the Participant was employed during the Performance Period prior to death. Such amount shall be paid in cash to the estate of the Participant as soon as practicable after the computations described above.

(c) If the Committee determines that (i) the Participant has breached any of the obligations contained in the agreements referenced in Section 3 of this Agreement during the Performance Period or (ii) the Performance Units were awarded with respect to (A) a plan year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent plan year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of the Performance Units awarded under this Agreement to be forfeited.

(d) As used in this Section of this Agreement, “Disability” shall have the meaning stated in Article 2.15 of the Plan and “Retirement” shall mean any termination of employment by the Employee or the Company for reason other than death after the Participant has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

Section 5. Form and Timing of Payment of Performance Units

(a) The amount to be paid in respect of the Performance Units as finally calculated herein shall be paid to the Participant in cash no later than two and one-half months after the end of the Performance Period.

(b) The Participant may not receive a cash payment in any calendar year under the Performance Units of more than $3,500,000. In the event that the maximum amount that may be paid under this Agreement, when combined with any other Performance Units payable to the Participant in cash for a calendar year, would cause the Participant to exceed the limit, the amount to be paid to the Participant shall be reduced so that the limit is met. The amount subject to such reduction shall be paid to the Participant in the following calendar year if the Participant continues in employment for 12 months, provided that any payment in the following calendar year shall also be subject to the foregoing limit and, if the limit would be exceeded, the same process shall be repeated until payment can be made without exceeding the limit or the Participant’s employment is terminated.

 

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Section 6. Nontransferability

The Performance Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in this Agreement, the Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s legal representative.

Section 7. Administration

This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan as amended from time to time, as well as such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

Section 8. Miscellaneous

(a) This Agreement shall not give the Participant any right to be retained in the employ of the Company. The right and power of the Company to dismiss or discharge the Participant is specifically reserved. The Participant or any person claiming under or through the Participant shall not have any right or interest in the Plan or any award thereunder, unless and until all terms, conditions, and provisions of the Plan that affect the Participant have been complied with as specified herein.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin.

(c) The Company shall have the power and right to deduct or withhold, or require the Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising under this Agreement.

(d) In the event of a Change in Control as defined in Article 2.8 of the Plan, all performance conditions shall be deemed satisfied as if target performance was achieved, and awards will be settled pro rata based on the proportion of the applicable Performance Period that lapsed through the date of the Change in Control in compliance with any payment limitations of Article 17(c) of the Plan. Such deemed earned Performance Units shall be paid out in cash as soon as practicable.

 

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Exhibit 10.4

BRIGGS & STRATTON CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT, dated as of this          day of                      , 20      , is made by BRIGGS & STRATTON CORPORATION (the “Company”) to «Name» (the “Employee”).

WHEREAS , the Company believes it to be in the best interests of the Company and its shareholders to provide an incentive for certain of its key employees to work for and manage the affairs of the Company in such a way that its shares become more valuable; and

WHEREAS , the Employee is a key employee of the Company or one of its subsidiaries or affiliates.

NOW, THEREFORE , in consideration of the premises, the Company hereby awards Restricted Stock to the Employee on the terms, conditions and restrictions hereinafter set forth.

1. AWARD . The Company hereby awards to the Employee «Number» shares of Restricted Stock on the date hereof (the “Award Date”). Restricted Stock means shares of the common stock of the Company, par value $0.01 per share, granted in accordance with this Agreement and Article 8 of the Company’s 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”).

2. PERIOD OF RESTRICTION . The Restricted Stock shall be forfeitable as described below until the shares become vested upon the first to occur, if any, of the following events:

(a) The termination of the Employee’s employment with the Company or a subsidiary by reason of Disability or death.

(b) Three (3) years from the Award Date.

(c) A Change in Control of the Company as defined in Article 2.8 of the Plan.

The period of time during which the Restricted Stock is forfeitable is referred to as the “Period of Restriction.” If the Employee’s employment with the Company or one of its subsidiaries or affiliates terminates during the Period of Restriction for any reason other than Retirement, Disability or death, the Restricted Stock shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all rights of the Employee with respect to the Restricted Stock shall terminate. If the Compensation Committee of the Company’s Board of Directors determines that (i) the Employee has breached any of the obligations contained in the agreements referenced in Section 3 of this Agreement during the Period of Restriction or (ii) the Restricted Stock was awarded with respect to (A) a plan year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent plan year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of any unvested Restricted Stock awarded under this Agreement to be forfeited.

 

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Notwithstanding any provisions to the contrary, the Employee may not extend the Period of Restriction.

As used in this Section of this Agreement, “Disability” shall have the meaning stated in Article 2.15 of the Plan, and “Retirement” shall mean any termination of employment by the Employee or the Company for reason other than death after the Employee has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

3. RESTRICTIVE COVENANTS . It shall be a condition to the effectiveness of this Agreement that the Employee shall have signed an employment or other agreement containing customary provisions relating to noncompetition during employment, nonsolicitation of employees and customers following employment, confidentiality and assignment of inventions to the Company, in the form proposed by the Company.

4. RIGHTS DURING PERIOD OF RESTRICTION . During the Period of restriction, the Employee shall have the right to vote the Restricted Stock and to receive cash dividends, stock dividends and other distributions made with respect to the Restricted Stock; however, all such stock dividends and other non-cash distributions shall be forfeitable and subject to the same restrictions as exist regarding the original shares of Restricted Stock. The Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered during the Period of Restriction, except by will or the laws of descent and distribution.

5. CUSTODY . The Restricted Stock may be credited to the Employee in book entry form and held, along with any stock dividends relating thereto, in custody by the Company or an agent for the Company until the applicable restrictions have expired and the Employee provides other instructions. If any certificates are issued for shares of Restricted Stock or any such stock dividends during the Period of Restriction, such certificates shall bear an appropriate legend as determined by the Company referring to the applicable terms, conditions and restrictions and the Employee shall deliver a signed, blank stock power to the Company relating thereto.

 

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6. TAX WITHHOLDING . The Employee may satisfy any tax withholding obligations arising with respect to the Restricted Stock in whole or in part by tendering a check to the Company for any required amount, by election to have a portion of the shares withheld to defray all or a portion of any applicable taxes as provided in Section 22.2(b) of the Plan, or by election to have the Company or its subsidiaries withhold the required amounts from other compensation payable to the Employee. In the event that the Employee recognizes income tax prior to the end of the Period of Restriction, the Employee may then elect to apply shares of Restricted Stock that are the subject of this award to the Employee’s tax withholding payments as provided in Section 22.2(b) of the Plan.

7. IMPACT ON OTHER BENEFITS . The value of the Restricted Stock awarded hereunder, either on the Award Date or at the time such shares become vested, shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries.

IN WITNESS WHEREOF , this Restricted Stock Award Agreement is executed by the parties as of the date set forth above.

 

BRIGGS & STRATTON CORPORATION
By:  

                     

  Todd J. Teske
  Chairman, President and Chief Executive Officer

 

«Name»

 

3

Exhibit 10.5

BRIGGS & STRATTON CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, dated as of this          day of                      20      , is made by BRIGGS & STRATTON CORPORATION (the “Company”) to «Name» (the “Employee”).

WHEREAS , the Company believes it to be in the best interests of the Company and its shareholders to provide an incentive for certain of its key employees to work for and manage the affairs of the Company in such a way that its shares become more valuable; and

WHEREAS , the Employee is a key employee of the Company or one of its subsidiaries or affiliates.

NOW, THEREFORE , in consideration of the premises, the Company hereby awards Restricted Stock Units to the Employee on the terms, conditions and restrictions hereinafter set forth.

1. AWARD . The Company hereby awards to the Employee «Number» Restricted Stock Units on the date hereof (the “Award Date”). Restricted Stock Units are the right to receive in the future common stock of the Company in accordance with this Agreement and Article 9 of the Company’s 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”).

2. PERIOD OF RESTRICTION . The Restricted Stock Units shall be forfeitable as described below until they become vested upon the first to occur, if any, of the following events:

(a) The termination of the Employee’s employment with the Company or a subsidiary by reason of Disability or death.

(b) Three (3) years from the Award Date.

(c) A Change in Control of the Company as defined in Article 2.8 of the Plan.

The period of time during which the Restricted Stock Units are forfeitable is referred to as the “Period of Restriction.” If the Employee’s employment with the Company or one of its subsidiaries or affiliates terminates during the Period of Restriction for any reason other than Retirement, Disability or death, the Restricted Stock Units shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all rights of the Employee with respect to the Restricted Stock Units shall terminate. If the Compensation Committee of the Company’s Board of Directors determines that (i) the Employee has breached any of the obligations contained in the agreements referenced in Section 3 of this Agreement during the Period of Restriction or (ii) the Restricted Stock Units were awarded with respect to (A) a plan year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent plan year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of any unvested Restricted Stock Units awarded under this Agreement to be forfeited.

 

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Notwithstanding any provisions to the contrary, the Employee may not extend the Period of Restriction.

As used in this Section of this Agreement, “Disability” shall have the meaning stated in Article 2.15 of the Plan, and “Retirement” shall mean any termination of employment by the Employee or the Company for reason other than death after the Employee has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

3. RESTRICTIVE COVENANTS . It shall be a condition to the effectiveness of this Agreement that the Employee shall have signed an employment or other agreement containing customary provisions relating to noncompetition during employment, nonsolicitation of employees and customers following employment, confidentiality and assignment of inventions to the Company, in the form proposed by the Company.

4. RIGHTS DURING PERIOD OF RESTRICTION . During the Period of Restriction, the Employee shall not receive any certificate with respect to Restricted Stock Units and shall have no right to vote the Restricted Stock Units or to receive cash dividends, stock dividends and other distributions made with respect to the Restricted Stock Units; however, amounts equal to any dividends or other distributions declared during the Period of Restriction with respect to the Restricted Stock Units will be awarded, automatically deferred and deemed to be reinvested in additional Restricted Stock Units. The Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Period of Restriction, except by will or the laws of descent and distribution.

5. BOOK ACCOUNT . The Restricted Stock Units, including the original award and any additional units attributable to cash dividends, stock dividends or distributions relating to the Restricted Stock Units, shall be credited to a book account for the Employee. Upon expiration of the Period of Restriction, the Company shall issue and deliver to the Employee certificates for shares of the Company’s common stock, par value $0.01 per share, equal to the total number of Restricted Stock Units then credited to the Employee until the Employee provides other instructions, subject to Section 6 below.

6. TAX WITHHOLDING . The Employee may satisfy any tax withholding obligations arising with respect to the Restricted Stock Units in whole or in part by tendering a check to the Company for any required amount, by election to have a portion of the shares withheld to defray all or a portion of any applicable taxes as provided in Section 22.2(b) of the Plan, or by election to have the Company or its subsidiaries withhold the required amounts from other compensation payable to the Employee.

 

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7. IMPACT ON OTHER BENEFITS . The value of the Restricted Stock Units shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries or affiliates.

IN WITNESS WHEREOF , this Restricted Stock Unit Award Agreement is executed by the parties as of the date set forth above.

 

BRIGGS & STRATTON CORPORATION
By:  

                     

  Todd J. Teske
  Chairman, President and Chief Executive Officer

 

«Name»

 

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Exhibit 10.6

BRIGGS & STRATTON CORPORATION

2017 OMNIBUS INCENTIVE PLAN

CEO STOCK OPTION AGREEMENT

 

Optionee:    «Name»   
No. of Shares:    «Number»   
Date of Grant:   

 

  
Vesting Date:   

 

  
Expiration Date:   

 

  
Option Price:   

$

  
Type of Option:   

 

  
    (NSO or ISO)      

BRIGGS & STRATTON CORPORATION (the “Company”), a Wisconsin corporation, hereby grants to the above-named employee (the “Optionee”) under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”) a stock option to purchase from the Company during the period commencing (except as otherwise provided herein) on the Date of Grant and ending (except as otherwise provided herein) on the Expiration Date set forth above (the “Option Term”) up to but not exceeding in the aggregate the number of shares set forth above of the common stock, $0.01 par value, of the Company (“Common Stock”) at the price per share set forth above (the “Option Price”), all in accordance with and subject to the following terms and conditions:

1. Except as provided below, no shares subject to this option may be purchased before the Vesting Date identified above. On such date and from time to time thereafter, the shares subject to this option may be purchased during the Option Term. However, upon a Change in Control as defined in Article 2.8 of the Plan, the shares subject to this option shall immediately vest and become exercisable, subject to the Committee’s right to elect to cancel the option and pay the Optionee the value thereof in accordance with Article 17(a) of the Plan.

2. The following provisions shall apply with respect to the exercise of the option following termination of employment:

2.1. If the Optionee’s employment is terminated for any reason prior to the Vesting Date, then, unless otherwise stated below, this option shall not be exercisable.

2.2. In the event that the Optionee’s employment shall be terminated by reason of Retirement, the option shall remain in effect in accordance with its terms, except that (i) the Optionee may make application (at least one month prior to Retirement) to the Compensation Committee (the “Committee”) of the Board of Directors of the Company for this option to become exercisable on such effective date, which application may be denied or granted in whole or in part, (ii) if the Optionee dies within three years of such Retirement, the unexercised portion of any remaining option shall be exercisable immediately for a period of one year from the date of death of the Optionee, and (iii) in no event may any option be exercised more than three years after the date of Retirement or following expiration of the original Option Term, whichever period is shorter.

 

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2.3. In the event that the Optionee’s employment shall be terminated by reason of death, the option shall be fully exercisable and may thereafter be exercised for a period of one year from the date of death or until expiration of the original Option Term, whichever is shorter.

2.4. In the event that the Optionee’s employment shall be terminated by reason of Disability, the option shall remain in effect in accordance with its terms, except that (i) the Committee may accelerate the date on which the option may first be exercised, (ii) if the Optionee dies within three years of such termination of employment, the unexercised portion of any remaining option shall be exercisable immediately for a period of one year from the date of death of the Optionee, and (iii) in no event may any option be exercised more than three years after the date of termination of employment or following expiration of the original Option Term, whichever period is shorter.

2.5. In the event that an Optionee’s employment is terminated without Cause, the option shall remain in effect in accordance with its terms until the date on which the Optionee’s employment agreement with the Company would have expired had the Optionee been provided a notice of nonrenewal of such employment agreement on the date of notice to the Optionee of termination of his or her employment without Cause (the “Applicable Date”). The option shall continue to be subject to vesting in accordance with its terms through the Applicable Date and any unexercised portion of any vested option as of the Applicable Date may be exercised for a period of one year thereafter or until expiration of the original Option Term, whichever is shorter.

2.6. In the event that an Optionee’s employment is terminated for any other reason, no shares may be purchased after the date of termination of employment; except that the option, to the extent then exercisable, may be exercised for one year after the Optionee’s termination of employment or the balance of the Option Term, whichever is shorter.

Nothing in Sections 2.2, 2.3, 2.4, 2.5 or 2.6 above shall permit the purchase of any shares after the Expiration Date set forth above.

The Optionee’s employment shall be deemed to be terminated when he or she is no longer employed by (i) the Company, a subsidiary or an affiliate thereof, or (ii) a corporation, or a parent or subsidiary thereof, substituting a new option for the option granted by this Agreement (or assuming the option granted by this Agreement) by reason of a merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation. Leaves of absence shall not constitute termination of employment.

Notwithstanding anything in the foregoing to the contrary, to the extent permitted under Section 422 of the Code, if the Optionee’s employment is terminated by reason of death, Disability or Retirement and the portion of this option that is otherwise exercisable during the post-termination period as provided above is greater than the portion that is exercisable as an incentive stock option during such post-termination period under Section 422, such post-termination period shall automatically be extended (but not beyond the original Option Term) to the extent necessary to permit the Optionee to exercise this option either as an incentive stock option or, if exercised after the expiration periods that apply for purposes of Section 422, as a non-qualified stock option.

 

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As used in this Section of this Agreement, “Cause” shall have the meaning stated in Article 2.7 of the Plan, “Disability” shall have the meaning stated in Article 2.15 of the Plan, and “Retirement” shall mean any termination of employment by the Employee or the Company for reason other than death after the Optionee has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

3. It shall be a condition to the effectiveness of this Agreement that the Optionee shall have signed an employment or other agreement containing customary provisions relating to noncompetition during employment, nonsolicitation of employees and customers following employment, confidentiality and assignment of inventions to the Company, in the form proposed by the Company.

4. If the Committee determines that the Optionee has breached any of the obligations contained in the agreements referenced in Section 3 of this Agreement, the Optionee shall forfeit any outstanding option that has not yet been exercised. If the Committee determines that there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons, the Company may recover all or any portion of the gain the Optionee realized by exercising an option within twelve (12) months after the restated plan year.

5. Exercise of this option shall occur on the date (the “Date of Exercise”) the Company receives at its principal executive offices (i) a written notice (the “Notice of Exercise”) specifying the number of shares to be purchased, and (ii) payment by certified check, cashier’s check or confirmation of a wire transfer for the Option Price for such shares. In lieu of such payment by certified check, cashier’s check or wire transfer, the Optionee may pay the Option Price by a cashless (broker-assisted) exercise or may tender to the Company (i) outstanding shares of Common Stock, having a Fair Market Value, determined on the Date of Exercise, equal to the Option Price for the number of shares being purchased, or (ii) a combination of shares of outstanding Common Stock, as described above, so valued and payment as aforesaid which equals said Option Price, together, in each case, with payment of any applicable stock transfer tax. If the Fair Market Value, as so determined, of the shares tendered to the Company shall exceed the Option Price applicable to the number of shares being purchased, an appropriate cash adjustment will be made by the Company for any fractional share remaining. The Company will not deliver shares of Common Stock being purchased upon any exercise of this option unless it has received an acceptable form of payment for all applicable withholding taxes or arrangements satisfactory to the Company for the payment thereof have been made. As provided in Section 22.2(b) of the Plan, withholding taxes may be paid with outstanding shares of Common Stock (including Common Stock delivered upon exercise of this option), such Common Stock being valued at Fair Market Value on Date of Exercise. The Optionee shall have no rights as a stockholder with respect to any shares covered by this option until the date of the issuance of a stock certificate for such shares.

 

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6. This option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and is exercisable during the Optionee’s lifetime only by the Optionee or by the guardian or legal representative of the Optionee.

7. The terms and provisions of this Agreement (including, without limiting the generality of the foregoing, terms and provisions relating to the option price and the number and class of shares subject to this option) shall be subject to appropriate adjustment in the event of any recapitalization, merger, consolidation, disposition of property or stock, separation, reorganization, stock dividend, issuance of rights, combination or split-up or exchange of shares, or the like.

8. Whenever the word “Optionee” is used herein under circumstances such that the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom this option may be transferred by will or by the laws of descent and distribution, it shall be deemed to include such person or persons.

9. The terms and provisions of the Plan (a copy of which will be furnished to the Optionee upon written request to the Briggs & Stratton Corporation, 12301 West Wirth Street, Wauwatosa, Wisconsin 53222) are incorporated herein by reference. To the extent any provision of this Agreement is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Capitalized terms not otherwise defined herein have the meaning set forth in the Plan.

IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed as of the Date of Grant set forth above.

 

BRIGGS & STRATTON CORPORATION
By  

                 

  Brian C. Walker
  Compensation Committee Chair

 

«Name»

 

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Exhibit 10.7

BRIGGS & STRATTON CORPORATION

2017 OMNIBUS INCENTIVE PLAN

CEO PERFORMANCE UNIT AWARD AGREEMENT

(PAYABLE IN CASH)

 

Participant:    [ Insert name ]
Performance Units:   

 

Performance Period:    Plan Year              through Plan Year             
Performance Measures:    Cumulative Operating Income (“COI”)

BRIGGS & STRATTON CORPORATION (the “Company”), a Wisconsin corporation, hereby awards to the above-named employee (the “Participant”) under the Briggs & Stratton Corporation 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”) the number of Performance Units set forth above, all in accordance with and subject to the attached Performance Unit Terms and Conditions.

If there is any inconsistency between this Agreement and the Plan, the Plan shall supersede the conflicting terms and conditions of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.

IN WITNESS WHEREOF, this Performance Unit Award Agreement has been duly executed as of                      .

 

BRIGGS & STRATTON CORPORATION
By  

                     

Brian C. Walker
Compensation Committee Chair
PARTICIPANT

 

«Name»


Briggs & Stratton Corporation

Performance Unit Terms and Conditions

Section 1. Performance Period

The Performance Period commences on the first day of the three-year performance period stated on the first page of the award and ends on the last day of such period.

Section 2. Achievement of Performance Measures and Payout of Performance Units

(a) The amount payable pursuant to this Agreement shall be based upon the achievement of a level of COI as approved by the Compensation Committee (the “Committee”) of the Company’s Board of Directors for the Performance Period, in accordance with the following table:

 

Performance Level

  

COI

  

Percentage of Target Earned

Minimum

   $XXX million    25%

Target      

   $YYY million    100%

Maximum

   $ZZZ million    200%

(b) “COI” means the Company’s Income from Operations as reported in its consolidated financial statements filed with the SEC for the relevant Performance Period or relevant portion thereof as adjusted by the Committee to exclude or adjust significant nonbudgeted or uncontrollable capital investments or gains or losses from actual financial results in order to properly measure performance.

(c) The amount earned shall be equal to the number of Performance Units subject to the award times the Percentage of Target Earned per the table above times $1, provided that the Performance Units will have no value if COI during the Performance Period is less than the Minimum Performance Level and in no event will the Percentage of Target Earned exceed 200%. Straight line interpolation shall be used to determine the payout in the event the ranking does not fall directly on one of the ranks listed in such table. For example, if the award is for 50,000 Performance Units and the Percentage of Target Earned is 117.25%, the payout would be $58,625 (i.e., 50,000 x 117.25% x $1 = $58,625).

Section 3. Restrictive Covenants

It shall be a condition to the effectiveness of this Agreement that the Participant shall have signed an employment or other agreement containing customary provisions relating to noncompetition during employment, nonsolicitation of employees and customers following employment, confidentiality and assignment of inventions to the Company, in the form proposed by the Company.


Section 4. Termination Provisions

(a) Except as provided below, the Participant shall be eligible for payment of the Performance Units as determined in Section 2 only if the Participant’s employment with the Company (or one of its affiliates) continues through the end of the Performance Period; provided, however, that in the event the Participant’s employment is terminated without Cause prior to the end of the Performance Period, the Participant shall be deemed to be continuously employed by the Company solely for purposes of this Section 4(a) until the date on which the Participant’s employment agreement with the Company would have expired had the Participant been provided a notice of nonrenewal of such employment agreement on the date of notice to the Participant of termination of his or her employment without Cause.

(b) If the Participant’s employment terminates prior to the end of the Performance Period by reason of the occurrence of such Participant’s Retirement, Disability or death, a pro-rated payment will be provided as follows:

(i) In the event of Retirement or Disability, the pro-rated payment will be computed as of the end of the Performance Period. The proration shall be based on the number of full months that the Participant was employed during the Performance Period prior to the Retirement or Disability.

(ii) In the event of death, COI will be computed as of the end of the Company’s fiscal quarter subsequent to the date of death and compared to Target COI during the same period. The amount paid shall equal the amount that would be payable based on such comparison, prorated to reflect the number of full months that the Participant was employed during the Performance Period prior to death. Such amount shall be paid in cash to the estate of the Participant as soon as practicable after the computations described above.

(c) If the Committee determines that (i) the Participant has breached any of the obligations contained in the agreements referenced in Section 3 of this Agreement during the Performance Period or (ii) the Performance Units were awarded with respect to (A) a plan year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent plan year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of the Performance Units awarded under this Agreement to be forfeited.

(d) As used in this Section of this Agreement, “Cause” shall have the meaning stated in Article 2.7 of the Plan, “Disability” shall have the meaning stated in Article 2.15 of the Plan and “Retirement” shall mean any termination of employment by the Employee or the Company for reason other than death after the Participant has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

Section 5. Form and Timing of Payment of Performance Units

(a) The amount to be paid in respect of the Performance Units as finally calculated herein shall be paid to the Participant in cash no later than two and one-half months after the end of the Performance Period.

 

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(b) The Participant may not receive a cash payment in any calendar year under the Performance Units of more than $3,500,000. In the event that the maximum amount that may be paid under this Agreement, when combined with any other Performance Units payable to the Participant in cash for a calendar year, would cause the Participant to exceed the limit, the amount to be paid to the Participant shall be reduced so that the limit is met. The amount subject to such reduction shall be paid to the Participant in the following calendar year if the Participant continues in employment for 12 months, provided that any payment in the following calendar year shall also be subject to the foregoing limit and, if the limit would be exceeded, the same process shall be repeated until payment can be made without exceeding the limit or the Participant’s employment is terminated.

Section 6. Nontransferability

The Performance Units may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, except as otherwise provided in this Agreement, the Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s legal representative.

Section 7. Administration

This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan as amended from time to time, as well as such rules and regulations as the Committee may adopt for administration of the Plan. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

Section 8. Miscellaneous

(a) This Agreement shall not give the Participant any right to be retained in the employ of the Company. The right and power of the Company to dismiss or discharge the Participant is specifically reserved. The Participant or any person claiming under or through the Participant shall not have any right or interest in the Plan or any award thereunder, unless and until all terms, conditions, and provisions of the Plan that affect the Participant have been complied with as specified herein.

(b) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. To the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Wisconsin.

(c) The Company shall have the power and right to deduct or withhold, or require the Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising under this Agreement.

(d) In the event of a Change in Control as defined in Article 2.8 of the Plan, all performance conditions shall be deemed satisfied as if target performance was achieved, and awards will be settled pro rata based on the proportion of the applicable Performance Period that lapsed through the date of the Change in Control in compliance with any payment limitations of Article 17(c) of the Plan. Such deemed earned Performance Units shall be paid out in cash as soon as practicable.

 

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Exhibit 10.8

BRIGGS & STRATTON CORPORATION

CEO RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT, dated as of this          day of                      , 20      , is made by BRIGGS & STRATTON CORPORATION (the “Company”) to «Name» (the “Employee”).

WHEREAS , the Company believes it to be in the best interests of the Company and its shareholders to provide an incentive for certain of its key employees to work for and manage the affairs of the Company in such a way that its shares become more valuable; and

WHEREAS , the Employee is a key employee of the Company or one of its subsidiaries or affiliates.

NOW, THEREFORE , in consideration of the premises, the Company hereby awards Restricted Stock to the Employee on the terms, conditions and restrictions hereinafter set forth.

1. AWARD . The Company hereby awards to the Employee «Number» shares of Restricted Stock on the date hereof (the “Award Date”). Restricted Stock means shares of the common stock of the Company, par value $0.01 per share, granted in accordance with this Agreement and Article 8 of the Company’s 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”).

2. PERIOD OF RESTRICTION . The Restricted Stock shall be forfeitable as described below until the shares become vested upon the first to occur, if any, of the following events:

(a) The termination of the Employee’s employment with the Company or a subsidiary by reason of Disability or death.

(b) Three (3) years from the Award Date.

(c) A Change in Control of the Company as defined in Article 2.8 of the Plan.

The period of time during which the Restricted Stock is forfeitable is referred to as the “Period of Restriction.” If the Employee’s employment with the Company or one of its subsidiaries or affiliates terminates during the Period of Restriction for any reason other than Retirement, Disability, death or termination by the Company without Cause, the Restricted Stock shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all rights of the Employee with respect to the Restricted Stock shall terminate. If the Employee’s employment with the Company or one of its subsidiaries or affiliates is terminated during

 

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the Period of Restriction without Cause, then the Restricted Stock shall be forfeited to the Company, without any further obligations of the Company to the Employee and all rights of the Employee with respect to the Restricted Stock shall terminate, on the date on which the Employee’s employment agreement with the Company would have expired had the Employee been provided a notice of nonrenewal of such employment agreement on the date of notice to Employee of termination of his or her employment without Cause, unless the Restricted Stock vested as described above prior to such expiration date. If the Compensation Committee of the Company’s Board of Directors determines that (i) the Employee has breached any of the obligations contained in the agreements referenced in Section 3 of this Agreement during the Period of Restriction or (ii) the Restricted Stock was awarded with respect to (A) a plan year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent plan year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of any unvested Restricted Stock awarded under this Agreement to be forfeited.

Notwithstanding any provisions to the contrary, the Employee may not extend the Period of Restriction.

As used in this Section of this Agreement, “Cause” shall have the meaning stated in Article 2.7 of the Plan, “Disability” shall have the meaning stated in Article 2.15 of the Plan, and “Retirement” shall mean any termination of employment by the Employee or the Company for reason other than death after the Employee has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

3. RESTRICTIVE COVENANTS . It shall be a condition to the effectiveness of this Agreement that the Employee shall have signed an employment or other agreement containing customary provisions relating to noncompetition during employment, nonsolicitation of employees and customers following employment, confidentiality and assignment of inventions to the Company, in the form proposed by the Company.

4. RIGHTS DURING PERIOD OF RESTRICTION . During the Period of restriction, the Employee shall have the right to vote the Restricted Stock and to receive cash dividends, stock dividends and other distributions made with respect to the Restricted Stock; however, all such stock dividends and other non-cash distributions shall be forfeitable and subject to the same restrictions as exist regarding the original shares of Restricted Stock. The Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered during the Period of Restriction, except by will or the laws of descent and distribution.

5. CUSTODY . The Restricted Stock may be credited to the Employee in book entry form and held, along with any stock dividends relating thereto, in custody by the Company or an agent for the Company until the applicable restrictions have expired and the Employee provides other instructions. If any certificates are issued for shares of

 

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Restricted Stock or any such stock dividends during the Period of Restriction, such certificates shall bear an appropriate legend as determined by the Company referring to the applicable terms, conditions and restrictions and the Employee shall deliver a signed, blank stock power to the Company relating thereto.

6. TAX WITHHOLDING . The Employee may satisfy any tax withholding obligations arising with respect to the Restricted Stock in whole or in part by tendering a check to the Company for any required amount, by election to have a portion of the shares withheld to defray all or a portion of any applicable taxes as provided in Section 22.2(b) of the Plan, or by election to have the Company or its subsidiaries withhold the required amounts from other compensation payable to the Employee. In the event that the Employee recognizes income tax prior to the end of the Period of Restriction, the Employee may then elect to apply shares of Restricted Stock that are the subject of this award to the Employee’s tax withholding payments as provided in Section 22.2(b) of the Plan.

7. IMPACT ON OTHER BENEFITS . The value of the Restricted Stock awarded hereunder, either on the Award Date or at the time such shares become vested, shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries.

IN WITNESS WHEREOF , this Restricted Stock Award Agreement is executed by the parties as of the date set forth above.

 

BRIGGS & STRATTON CORPORATION
By:  

                     

  Brian C. Walker
  Compensation Committee Chair

 

«Name»

 

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Exhibit 10.9

BRIGGS & STRATTON CORPORATION

CEO RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, dated as of this          day of                      20      , is made by BRIGGS & STRATTON CORPORATION (the “Company”) to «Name» (the “Employee”).

WHEREAS , the Company believes it to be in the best interests of the Company and its shareholders to provide an incentive for certain of its key employees to work for and manage the affairs of the Company in such a way that its shares become more valuable; and

WHEREAS , the Employee is a key employee of the Company or one of its subsidiaries or affiliates.

NOW, THEREFORE , in consideration of the premises, the Company hereby awards Restricted Stock Units to the Employee on the terms, conditions and restrictions hereinafter set forth.

1. AWARD . The Company hereby awards to the Employee «Number» Restricted Stock Units on the date hereof (the “Award Date”). Restricted Stock Units are the right to receive in the future common stock of the Company in accordance with this Agreement and Article 9 of the Company’s 2017 Omnibus Incentive Plan (as the same may be amended from time to time, the “Plan”).

2. PERIOD OF RESTRICTION . The Restricted Stock Units shall be forfeitable as described below until they become vested upon the first to occur, if any, of the following events:

(a) The termination of the Employee’s employment with the Company or a subsidiary by reason of Disability or death.

(b) Three (3) years from the Award Date.

(c) A Change in Control of the Company as defined in Article 2.8 of the Plan.

The period of time during which the Restricted Stock Units are forfeitable is referred to as the “Period of Restriction.” If the Employee’s employment with the Company or one of its subsidiaries or affiliates terminates during the Period of Restriction for any reason other than Retirement, Disability, death or termination by the Company without Cause, the Restricted Stock Units shall be forfeited to the Company on the date of such termination, without any further obligations of the Company to the Employee and all rights of the Employee with respect to the Restricted Stock Units shall terminate. If the Employee’s employment with the Company or one of its subsidiaries or affiliates is terminated during the Period of Restriction without Cause, then the Restricted Stock Units shall be forfeited to the Company, without any further obligations of the

 

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Company to the Employee and all rights of the Employee with respect to the Restricted Stock Units shall terminate, on the date on which the Employee’s employment agreement with the Company would have expired had the Employee been provided a notice of nonrenewal of such employment agreement on the date of notice to Employee of termination of his or her employment without Cause, unless the Restricted Stock Units vested as described above prior to such expiration date. If the Compensation Committee of the Company’s Board of Directors determines that (i) the Employee has breached any of the obligations contained in the agreements referenced in Section 3 of this Agreement during the Period of Restriction or (ii) the Restricted Stock Units were awarded with respect to (A) a plan year for which there has been a material restatement of the Company’s annual report to the SEC due to negligence or misconduct by one or more persons or (B) any subsequent plan year having awards materially affected by the restatement, the Company shall be entitled to declare all or any portion of any unvested Restricted Stock Units awarded under this Agreement to be forfeited.

Notwithstanding any provisions to the contrary, the Employee may not extend the Period of Restriction.

As used in this Section of this Agreement, “Cause” shall have the meaning stated in Article 2.7 of the Plan, a “Disability” shall have the meaning stated in Article 2.15 of the Plan, and “Retirement” shall mean any termination of employment by the Employee or the Company for reason other than death after the Employee has achieved 30 years of service, age 62 with at least 10 years of service or age 65.

3. RESTRICTIVE COVENANTS . It shall be a condition to the effectiveness of this Agreement that the Employee shall have signed an employment or other agreement containing customary provisions relating to noncompetition during employment, nonsolicitation of employees and customers following employment, confidentiality and assignment of inventions to the Company, in the form proposed by the Company.

4. RIGHTS DURING PERIOD OF RESTRICTION . During the Period of Restriction, the Employee shall not receive any certificate with respect to Restricted Stock Units and shall have no right to vote the Restricted Stock Units or to receive cash dividends, stock dividends and other distributions made with respect to the Restricted Stock Units; however, amounts equal to any dividends or other distributions declared during the Period of Restriction with respect to the Restricted Stock Units will be awarded, automatically deferred and deemed to be reinvested in additional Restricted Stock Units. The Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered during the Period of Restriction, except by will or the laws of descent and distribution.

5. BOOK ACCOUNT . The Restricted Stock Units, including the original award and any additional units attributable to cash dividends, stock dividends or distributions relating to the Restricted Stock Units, shall be credited to a book account for the Employee. Upon expiration of the Period of Restriction, the Company shall issue and deliver to the Employee certificates for shares of the Company’s common stock, par value $0.01 per share, equal to the total number of Restricted Stock Units then credited to the Employee until the Employee provides other instructions, subject to Section 6 below.

 

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6. TAX WITHHOLDING . The Employee may satisfy any tax withholding obligations arising with respect to the Restricted Stock Units in whole or in part by tendering a check to the Company for any required amount, by election to have a portion of the shares withheld to defray all or a portion of any applicable taxes as provided in Section 22.2(b) of the Plan, or by election to have the Company or its subsidiaries withhold the required amounts from other compensation payable to the Employee.

7. IMPACT ON OTHER BENEFITS . The value of the Restricted Stock Units shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries or affiliates.

IN WITNESS WHEREOF , this Restricted Stock Unit Award Agreement is executed by the parties as of the date set forth above.

 

BRIGGS & STRATTON CORPORATION
By:  

                     

  Brian C. Walker
  Compensation Committee Chair

 

«Name»

 

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Exhibit 10.10

 

LOGO

October 25, 2017

Todd J. Teske

Briggs & Stratton Corporation

12301 West Wirth Street

Wauwatosa WI 53222    

Re: Modification of Termination Provisions of Existing Long Term Incentive Award Agreements

Dear Todd:

This letter agreement relates to outstanding award agreements previously granted to you pursuant to the Company’s 2014 Omnibus Incentive Plan, as amended (together with prior plans referenced therein, the “2014 Plan”), which award agreements are identified on Exhibit A hereto (collectively, the “Existing Award Agreements”). In order to align the treatment of awards under the Existing Award Agreements in the event of a termination without cause with the treatment thereof under the forms of award agreements adopted by the Compensation Committee for use under the Company’s 2017 Omnibus Incentive Plan (the “New Award Agreement Forms”), the Committee has deemed it advisable and in the best interest of the Company and its shareholders to modify the Existing Award Agreements as described herein. It is hereby agreed that each Existing Award Agreement is modified to provide that in the event of a termination without cause, the termination date under each Existing Award Agreement shall be the date upon which your employment agreement with the Company would have expired had you been provided a notice of nonrenewal of such employment agreement by the Company on the date of notice to you of termination of your employment without cause.

 

On Behalf of the Briggs & Stratton

Corporation Compensation Committee

/s/ Brian C. Walker
Brian C. Walker
Committee Chair

Acknowledged and Agreed:

/s/ Todd J. Teske

Todd J. Teske

Post Office Box 702, Milwaukee, WI 53201-0702, USA◾ 414.259.5333 ◾ basco.com


EXHIBIT A

EXISTING AWARD AGREEMENTS

 

Type of Award

   Grant Date

Nonqualified Stock Option

   08/21/2017

Incentive Stock Option

   08/21/2017

Performance Units

   08/21/2017

Restricted Stock

   08/21/2017

Incentive Stock Option

   08/22/2016

Nonqualified Stock Option

   08/22/2016

Performance Units

   08/22/2016

Restricted Stock

   08/22/2016

Performance Share Units

   08/18/2015

Restricted Stock

   08/18/2015

Nonqualified Stock Option

   08/18/2015

Incentive Stock Option

   08/18/2015

Nonqualified Stock Option

   10/21/2014

Incentive Stock Option

   10/21/2014

Restricted Stock

   08/19/2014

Restricted Stock

   08/20/2013

Incentive Stock Option

   08/20/2013

Nonqualified Stock Option

   08/20/2013

Post Office Box 702, Milwaukee, WI 53201-0702, USA◾ 414.259.5333 ◾ basco.com