BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EX-10.11 8 dex1011.htm AMENDED & RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS Amended & Restated Deferred Compensation Plan for Directors

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

2004 Annual Report on Form 10-K

 

EXHIBIT 10.11

 

AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS

 

Effective August 4, 2004

 


BRIGGS & STRATTON CORPORATION

 

DEFERRED COMPENSATION PLAN FOR DIRECTORS

 

AS AMENDED AND RESTATED TO

 

August 4, 2004

 

SECTION I

PURPOSE

 

The purpose of the Briggs & Stratton Corporation Deferred Compensation Plan for Directors is to offer Non-Employee Directors the opportunity to defer all or a portion of their Compensation for future services as a member of the Board of Directors.

 

SECTION II

DEFINITIONS

 

  a. Beneficiary” shall mean the person or persons designated from time to time in writing by a Participant to receive payments under the Plan after the death of such Participant, or, in the absence of any such designation or in the event that such designated person or persons shall predecease such Participant, his estate.

 

  b. Common Share Unit” shall mean a Deferred Amount which is converted into a unit or fraction of a unit for purposes of the Plan by dividing a dollar amount by the Fair Market Value of one of the Corporation’s common shares.

 

  c. Corporation” shall be Briggs & Stratton Corporation.

 

  d. Common Stock” shall mean shares of Briggs & Stratton Corporation common stock awarded as part of Non-Employee Director Compensation.

 

  e. Compensation” shall mean payments which the Participant receives from the Corporation for services, including retainer fees, meeting fees, consent resolution fees and Common Stock.

 

  f. Deferred Amount” shall mean an amount of Compensation deferred under the Plan and carried during the deferral period in any Account provided for in the Plan.

 

  g. Distribution Date” shall mean the date designated by a Participant in the Notice of Election form for distribution of the Participant’s Accounts.

 

  h. Dividend Equivalent” shall mean an amount equal to the cash dividend paid on one of the Corporation’s common shares credited to an Account for each Common Share Unit or Share of Common Stock credited to such Account.

 

  i.

Fair Market Value” shall mean the closing price of the Corporation’s common shares as reported by the New York Stock Exchange or such other exchange or

 

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national market system on which the Corporation’s common shares may then be listed or quoted.

 

  j. Non-Employee Director” shall mean any duly elected or appointed member of the Board of Directors of the Corporation who is not an employee of the Corporation or of any subsidiary of the Corporation.

 

  k. Participant” shall mean any Non-Employee Director who elects to defer any amount of Compensation under the Plan.

 

  l. Plan” shall mean this Briggs & Stratton Corporation Deferred Compensation Plan for Directors, as amended and restated.

 

  m. Secretary” shall mean the duly elected Secretary of the Corporation.

 

SECTION III

ELECTION, MODIFICATION AND TERMINATION PROCEDURES

 

Any Non-Employee Director wishing to participate in the Plan must file with the Secretary of the Corporation at P. 0. Box 702, Milwaukee, Wisconsin 53201, a written Notice of Election on the form attached as Exhibit “A” to defer payment of all or a portion of the Non-Employee Director’s Compensation payable in the future. An effective election with respect to Compensation, payment of which has been deferred under the terms of this Plan, may not be modified or revoked except to the extent provided in the third sentence of Section VI. An effective election with regard to future Compensation, payment of which has not yet been deferred, may be modified by filing a new Notice of Election or may be terminated by filing a Notice of Termination on the form attached as Exhibit “B”.

 

SECTION IV

ESTABLISHMENT AND ADMINISTRATION OF

DEFERRED DIRECTORS’ COMPENSATION ACCOUNTS

 

The amount of any Participant’s Compensation deferred in accordance with an election shall be credited to an Account maintained by the Corporation. Such Account shall remain a part of the general funds of the Corporation, and nothing contained in this Plan shall be deemed to create a trust or fund of any kind or create any fiduciary relationship. A separate record of each deferred Participant’s Account shall be maintained by the Corporation for each Participant in the Plan. The Participant’s Account shall segregate the reporting of Common Stock deferrals and cash deferrals.

 

The Director shall elect to have any cash deferrals hereunder credited with earnings in accordance with (a) or (b) below:

 

  (a) Fixed Rate Account

 

As of the last day of each calendar quarter, the portion of the Participant’s Deferred Amount for which the Participant has selected earnings to be credited pursuant to this subsection (a) shall be adjusted as follows:

 

  (1) The Participant’s Account shall first be charged with any distributions made during the quarter.

 

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  (2) The Participant’s Account balance shall then be credited with a supplemental amount for that quarter. Such supplemental amount shall be computed by multiplying the Account balance after the adjustment provided for in Subsection (1) by a fraction, the numerator of which is 80% of the prevailing prime interest rate at the Firstar Bank of Milwaukee on the last business day of the quarter, and the denominator of which is four (4).

 

  (3) Finally, the Account shall be credited with the amount, if any, of cash Compensation deferred during that quarter.

 

  (b) Briggs & Stratton Common Share Unit Account

 

Compensation deferred into a Common Share Unit Account shall be credited to the Account on the same date as it would otherwise be payable to the Participant. Such Deferred Amounts shall be converted into a number of Common Share Units on the date credited to the Account by dividing the Deferred Amount by the Fair Market Value on such date. If Common Share Units exist in a Participant’s Account on a dividend record date for the Corporation’s common shares, Dividend Equivalents shall be credited to the Participant’s Account on the related dividend payment date, and shall be converted into the number of Common Share Units which could be purchased with the amount of Dividend Equivalents so credited.

 

  (c) Briggs & Stratton Common Stock Account

 

Any Common Stock deferred under the Plan shall be credited to the Account in shares on the same date as they would otherwise be payable to the Participant. If Common Stock exists in the Participant’s Account on a dividend record date for the Corporation’s common shares, Dividend Equivalents shall be credited to the Participant’s Account on the related dividend payment date, and shall be converted into the number of Common Share Units which could be purchased with the amount of Dividend Equivalents so credited.

 

In the event of any change in the Corporation’s common shares outstanding, by reason of any stock split or dividend, recapitalization, merger, consolidation, combination or exchange of stock or similar corporate change, the Secretary shall make such equitable adjustments, if any, by reason of any such change, deemed appropriate in the number of Common Share Units and/or Common Stock credited to each Participant’s Account.

 

SECTION V

PAYMENT OF DEFERRED DIRECTORS’ COMPENSATION

 

Deferred Amounts shall be paid to a Participant or, in the event of death, to his designated Beneficiary in accordance with the Notice of Election and Beneficiary Designation forms that have been filed with the Secretary of the Corporation. If a Participant elects to receive payment of his Deferred Amount in annual installments rather than in a lump sum, the payment period shall not exceed ten years following the payment commencement date. The amount of

 

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any installment payment shall be determined by multiplying the balance of the Participant’s unpaid Account on the date of such installment by a fraction, the numerator of which is one and the denominator of which is the number of remaining unpaid installments. Such account balance shall be appropriately reduced to reflect the installment payment made hereunder.

 

In no event will an installment payment be less than $1,000.00 and all installments will be paid annually as soon as is practicable after commencement of the calendar year selected by the Participant. If a Participant shall die prior to the receipt of all installment payments, any unpaid balance of deferred fees and supplemental amounts shall be paid in one lump sum to his designated Beneficiary(s) as soon as practicable following the month of death.

 

If the Participant has a balance in Common Stock, distribution will be made in shares of Briggs & Stratton Corporation Common Stock. If the Participant has a balance in Briggs & Stratton Common Share Units, the Participant may elect to receive distributions in cash or stock; provided that any such distributions shall be subject to any necessary approvals under securities laws or exchange requirements. Notice of the election with respect to Common Share Units shall be delivered to the Secretary no more than 30 nor less than 10 days preceding the distribution, and, if a cash distribution has been elected, the amount of the distribution shall be determined by valuing units to be distributed at the Fair Market Value of Common Stock two business days preceding the distribution.

 

SECTION VI

WHEN PAYMENT OF DEFERRED AMOUNTS COMMENCES

 

Compensation may be deferred until any date but no later than the year in which the Participant attains the age of seventy-three years. Prior to August 4, 2004 the Plan provided that compensation may not be deferred to a year later than the year in which the Participant attained the age of 71 years. A Participant who made deferrals prior to August 4, 2004 may on or before August 31, 2004 file an irrevocable election to extend the date of such deferrals to any date that is no later than the year in which the Participant attains the age of 73; provided, however, that such election shall not become effective unless the Participant remains a Director until at least August 31, 2005. The payment in a lump sum or installments of amounts deferred pursuant to an election under the Plan shall commence as soon as practicable during the first year to which payment has been deferred, and shall be paid in accordance with the terms of such election. If a Participant shall die prior to the first year to which payment has been deferred, such payment shall be made as soon as practicable immediately following the month of death.

 

SECTION VII

DESIGNATION OF BENEFICIARY

 

Each Non-Employee Director, on becoming a Participant, shall file with the Secretary of the Corporation a Beneficiary designation on the form attached as Exhibit “C” designating one or more Beneficiaries to whom payments otherwise due the Participant shall be made in the event of his or her death. A Beneficiary designation will be effective only if the signed Beneficiary designation form is filed with the Secretary of the Corporation while the Participant is alive, and will cancel all Beneficiary designations signed and filed previously. If the primary Beneficiary shall survive the Participant but dies before receiving all the amounts due hereunder, the Deferred Amounts remaining unpaid at the time of death shall be paid in one lump sum to the legal representative of the primary Beneficiary’s estate. If the primary Beneficiary shall

 

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predecease the Participant amounts remaining unpaid at the time of the Participant’s death shall be paid in the order specified by the Participant to the contingent Beneficiary(s) surviving the Participant. If the contingent Beneficiary(s) dies before receiving all the amounts due hereunder, the unpaid amount shall be paid in one lump sum to the legal representative of such contingent Beneficiary(s) estate. If the Participant shall fail to designate a Beneficiary(s) as provided in this Section, or if all designated Beneficiaries shall predecease the Participant, the Deferred Amounts remaining unpaid at the time of such Participant’s death shall be paid in one lump sum to the legal representative of the Participant’s estate.

 

SECTION VIII

NONALIENATION OF BENEFITS

 

Neither the Participant nor any Beneficiary designated by him shall have any right to, directly or indirectly, alienate, assign, or encumber any amount that is or may be payable hereunder.

 

SECTION IX

ADMINISTRATION OF PLAN

 

Full power and authority to construe, interpret and administer the Plan shall be vested in the Corporation’s Board of Directors. Decision of the Board shall be final, conclusive and binding upon all parties.

 

SECTION X

AMENDMENT OR TERMINATION OF PLAN

 

The Board of Directors may amend or terminate this Plan at any time. Any amendment or termination of the Plan shall not affect the rights of Participants or Beneficiaries to the Deferred Amounts in existence at the time of such amendment or termination.

 

SECTION XI

APPLICABLE LAW

 

The provisions of this Plan shall be interpreted and construed in accordance with the laws of the State of Wisconsin.

 

SECTION XII

EFFECTIVE DATE OF PLAN

 

This Plan shall become operative and in effect on such date as shall be fixed by the Board of Directors of the Corporation.

 

SECTION XIII

DISCRETION OF BOARD

 

Anything to the contrary herein notwithstanding, the Board of Directors shall have the right, in its sole discretion, at any time and from time to time, to accelerate payments and make distributions to or on behalf of a Participant or a Beneficiary of a Participant then entitled to distributions from the Account of such Participant, where the Board of Directors deems such accelerated payment in the best interest of the Corporation and such distributees.

 

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EXHIBIT “A”

 

NOTICE OF ELECTION TO DEFER THE PAYMENT OF DIRECTORS’ COMPENSATION

 

Secretary

Briggs & Stratton Corporation

P.0. Box 702

Milwaukee, WI 53201

 

  Re: Briggs & Stratton Corporation
       Deferred Compensation Plan For Directors

 

Pursuant to provisions of the above-referenced Plan, I hereby elect to have Compensation payable to me for services as a Director of Briggs & Stratton Corporation deferred in the manner specified below. It is understood and agreed that this election shall become effective upon receipt of this Notice of Election by the Secretary of the Corporation. I understand that this election shall be irrevocable with respect to Compensation that has been deferred while this election is in effect. This election shall continue in effect for subsequent terms of office unless I shall modify or revoke it.

 

Percentage of Compensation Deferred:    Retainer - Cash    _____%
     Retainer – Common Stock    _____%
     Board Meeting Fees    _____%
     Committee Meeting Fees    _____%
     Consent Resolution Fees    _____%
Account(s) to be Credited with Cash Deferred Amounts:     

(a)    Fixed Rate Account

   _____%

(b)    Briggs & Stratton Common Share Unit Account

   _____%

 

Payment of deferred Compensation shall commence as soon as practicable in the year designated below:

 

Year to Which Payment is Deferred:   ¨ (no later than the year in which you attain age 73)

 

Method of Payment:

 

Deferred account to be paid in:

 

¨    Lump Sum, or
¨    Annual Installments - Number of Years, not to exceed 10. However, if an unpaid balance of deferred fees and supplemental amounts exists at the time of my death, such balance shall be paid in one lump sum to my designated Beneficiary(s) as soon as practicable immediately following my death.

 

______________________________________  

Date                                 

Director

       

 


EXHIBIT “B”

 

NOTICE OF TERMINATION

 

Secretary

Briggs & Stratton Corporation

P. 0. Box 702

Milwaukee, WI 53201

 

  Re: Briggs & Stratton Corporation
       Deferred Compensation Plan For Directors

 

Pursuant to provisions of the above-referenced Plan, I hereby terminate my participation in the Plan effective upon receipt of this Notice of Termination by the Secretary of the Corporation.

 

______________________________________  

Date                                 

Director

       

 


EXHIBIT “C”

 

BENEFICIARY DESIGNATION

 

Secretary

Briggs & Stratton Corporation

P. 0. Box 702

Milwaukee, WI 53201

 

  Re: Briggs & Stratton Corporation
       Deferred Compensation Plan For Directors

 

Any Compensation for my services as a Director of Briggs & Stratton Corporation was deferred under the above-referenced Plan and remaining unpaid at my death shall be paid to the following primary Beneficiary:

 

   
   

Name

   
   

Address

 

If the above-named primary Beneficiary shall predecease me, I designate the following persons as contingent Beneficiaries, in the order shown, to receive any such unpaid deferred fees:

 

1.  
   

Name

   
   

Address

2.  
   

Name

   
   

Address

3.  
   

Name

   
   

Address

 

This supersedes any previous Beneficiary designation made by me with respect to deferred Compensation under the Plan. I reserve the right to change the Beneficiary in accordance with the terms of the Plan.

 

______________________________________  

Date                                 

Director

       

 

Witnesses:

   
     

 


EXHIBIT “D”

 

BRIGGS & STRATTON CORPORATION

DEFERRED COMPENSATION PLAN FOR DIRECTORS

 

NOTICE OF ELECTION

 

DISTRIBUTION OF ACCOUNT BALANCE IN

BRIGGS & STRATTON COMMON SHARE UNITS

 

I understand that pursuant to the terms of the Briggs & Stratton Corporation Deferred Compensation Plan for Directors I may elect to receive any balance in my account recorded in Briggs & Stratton Corporation Common Share Units (Common Share Units) in cash or shares of Briggs & Stratton common stock.

 

I hereby elect that any Common Share Units in my account be paid out to me at the time of distribution in the following form:

 

  ¨ Cash

 

  ¨ Briggs & Stratton common stock

 

Director:______________________________________  

Date