BRIGGS & STRATTON CORPORATION

Exhibit 10.3

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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”)

▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ CORPORATION (the “Company”), a Wisconsin corporation, hereby awards to the above-named employee (the “Participant”) under the ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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                 .

 

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▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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.

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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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