8-K

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): August 9, 2005

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 (see General Instruction A.2 below):

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

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

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

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

ITEM 1.01.   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Agreement with Todd J. Teske. As described in Item 5.02 below, effective September 1, 2005, in connection with Mr. Todd J. Teske’s appointment as Executive Vice President & Chief Operating Officer of Briggs & Stratton Corporation (the “Corporation”), Mr. Teske’s annual salary was increased to $450,000.  The terms of Mr. Teske’s employment agreement are discussed in Item 5.02 below and are incorporated herein by reference.

Amendment of Economic Value Added Incentive Compensation Plan.  In connection with Mr. Teske’s appointment as Executive Vice President & Chief Operating Officer, the Compensation Committee of the Board of Directors of the Corporation amended the Economic Value Added Incentive Compensation Plan on August 9, 2005 to add a Target Incentive Award for the Chief Operating Officer of 80% of Base Salary.

Amendment of Premium Option and Stock Award Program.  On August 9, 2005, the  Compensation  Committee of the Board of Directors of the Corporation approved amendments to the Premium Option and Stock Award Program (the “Executive Program”) to provide for the award of deferred stock to senior executives of the Corporation.

The Executive Program was adopted by the Compensation Committee on April 20, 2004 for fiscal year 2005 and subsequent years pursuant to the Corporation’s amended and restated Incentive Compensation Plan.  The Incentive Compensation Plan was approved by shareholders at the 2004 annual meeting of shareholders.  The Incentive Compensation Plan permits the issuance of up to 8,000,000 shares of Corporation common stock.  Among other awards, the Incentive Compensation Plan approved by the shareholders allows for the granting of restricted stock awards, deferred stock awards and stock options.

A copy of the Executive Program, as amended, is attached to this Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

ITEM 5.02.   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

(c) Appointment of Principal Officers. On August 10, 2005, the Board of Directors of the Corporation appointed Todd J. Teske as Executive Vice President & Chief Operating Officer of the Corporation effective September 1, 2005.

Mr. Teske served as Senior Vice President and President – Briggs & Stratton Power Products Group, LLC from September 2003 through August 2005, Vice President and President – Briggs & Stratton Power Products Group, LLC from February 2003 through August 2003, Vice President – Corporate Development from March 2001 through January 2003, and Controller from October 1998 through February 2001.  Mr. Teske is 40 years old.

Mr. Teske has a two–year employment agreement with the Corporation and an annual salary of $450,000 in his new position. The agreement automatically extends for an additional year upon each anniversary date unless either party gives a 30–day notice prior to the anniversary date

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that the agreement will not be renewed. Under the agreement, Mr. Teske agrees to perform the duties currently being performed in addition to other duties that may be assigned from time to time. The Corporation agrees to pay Mr. Teske a salary of not less than that of the previous year and to provide fringe benefits that are provided to all other salaried employees of the Corporation in comparable positions. In the event of a termination other than for cause, Mr. Teske’s salary and fringe benefits (but not bonus or long-term incentive compensation) are continued for the remaining term of the agreement. The foregoing description of the form of employment agreement between the Corporation and its executive officers does not purport to be complete and is qualified in its entirety by reference to the form of employment agreement, which is attached as Exhibit 10.2 hereto, and is incorporated herein by reference.

Mr. Teske and the Corporation have also executed a change in control employment agreement. This agreement ensures Mr. Teske’s continued employment following a “change in control” on a basis equivalent to his employment immediately prior to such change in terms of position, duties, compensation and benefits, as well as specified payments upon termination following a change in control. The agreement becomes effective only upon a defined change in control of the Corporation, or if Mr. Teske’s employment is terminated upon or in anticipation of such a change in control and automatically supersedes any existing employment agreement. Under the agreement, if during the employment term (three years from the change in control) Mr. Teske is terminated other than for cause or if he voluntarily terminates his employment for good reason or during a 30–day window period one year after a change in control, he is entitled to specified severance benefits, including a lump sum payment of three times the sum of his annual salary and bonus and a “gross–up” payment that will, in general, effectively reimburse him for any amounts paid under federal excise taxes.  The foregoing description of the form of change in control employment agreement between the Corporation and its executive officers does not purport to be complete and is qualified in its entirety by reference to the form of change in control employment agreement, which is attached as Exhibit 10.3 hereto, and is incorporated herein by reference.

A copy of the Corporation’s press release dated August 10, 2005, announcing the appointment of Todd J. Teske as Executive Vice President & Chief Operating Officer of the Corporation is attached to this Form 8-K as Exhibit 99.1, and is incorporated herein by reference.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS

(c)Exhibits.  The following exhibits are being filed herewith:

10.1	Briggs & Stratton Corporation Premium Option and Stock Award Program
10.2	Form of Officer Employment Agreement
	(Filed as Exhibit 10.0 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 1998 and incorporated by reference herein.)
10.3	Form of Change of Control Employment Agreements

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	(Filed as Exhibit 10.4 to the Corporation’s Annual Report on Form 10-K for fiscal year ended June 27, 1993 and incorporated by reference herein.)
99.1	Press Release dated August 10, 2005 announcing appointment of Chief Operating Officer

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: August 15, 2005	By:	/s/ James E. Brenn
	James E. Brenn
	Senior Vice President and Chief Financial Officer
	Duly Authorized Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Briggs & Stratton Corporation Premium Option and Stock Award Program
10.2	Form of Officer Employment Agreement
	(Filed as Exhibit 10.0 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 29, 1998 and incorporated by reference herein.)
10.3	Form of Change of Control Employment Agreements
	(Filed as Exhibit 10.4 to the Corporation’s Annual Report on Form 10-K for fiscal year ended June 27, 1993 and incorporated by reference herein.)
99.1	Press Release dated August 10, 2005 announcing appointment of Chief Operating Officer

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EX-10.1

Exhibit 10.1

As Amended and Restated

Effective 08-09-05

BRIGGS & STRATTON CORPORATION

PREMIUM OPTION AND STOCK AWARD PROGRAM

As adopted by the Compensation Committee on April 20, 2004 and amended

through August 9, 2005

BRIGGS & STRATTON CORPORATION

PREMIUM OPTION AND STOCK AWARD PROGRAM

1.0Objectives

The Premium Option and Stock Award Program (“POSA Program”) is designed to build upon the Company’s Economic Value Added Incentive Compensation Plan (“EVA Plan”) by tying the interests of all Senior Executives to the long term consolidated results of the Company.  In this way, the objectives of Senior Executives throughout the Company will be more closely aligned with the Company’s Shareholders.  Whereas the EVA Plan provides for near and intermediate term rewards, the POSA Program provides a longer term focus by allowing Senior Executives to participate in the long-term appreciation in the equity value of the Company.  In general, the POSA Program is structured such that each year an amount equivalent to the Total Bonus Payout under the EVA Plan is invested on behalf of Senior Executives in restricted and/or deferred shares of the Company’s Stock (“Restricted and/or Deferred Stock”) and an amount equivalent to the Senior Executive’s Target Incentive Award is invested in premium options on the Company’s Stock (“PSOs”).  The shares of Restricted and/or Deferred Stock vest five years after their date of grant.  The PSOs vest and become exercisable after they have been held for three years, and they expire at the end of five years.  The PSOs are structured so that a fair return must be provided to the Company’s Shareholders before they become valuable.

2.0Restricted and/or Deferred Stock Awards

For fiscal 2005 and subsequent years, the dollar amount to be invested in Restricted and/or Deferred Stock for each Senior Executive shall be equal to the amount of each Participant’s Total Bonus Payout determined under the EVA Plan.  The number of shares of Restricted and/or Deferred Stock awarded shall be determined by dividing (a) the dollar amount of such Restricted and/or Deferred Stock award by (b) the Fair Market Value of Company Stock on the date of grant as determined by the Committee, rounded (up or down) to the nearest 10 shares.  Fair Market Value is defined in the Company’s Incentive Compensation Plan (“ICP”).

The Compensation Committee shall determine whether stock awards shall consist of Restricted Stock, Deferred Stock or a mix of each type of stock, and may consider each Senior Executive’s preference in making such determination.  All shares of Restricted and/or Deferred Stock shall vest on the fifth anniversary of the date of grant regardless of whether such vesting date occurs before or after retirement and shall have such other terms and conditions as the Committee shall determine.

3.0Premium Stock Option Awards

For fiscal 2005 and subsequent years, the dollar amount to be invested in PSOs for each Senior Executive shall be equal to the amount of each Participant’s Target Incentive Award determined under the EVA Plan.  The number of PSOs awarded shall be determined by dividing (a) the dollar amount of such PSO award by (b) the Black-Scholes value of a share of Company stock based on its Fair Market Value on the date of the grant as determined by the Committee, rounded (up or down) to the nearest 10 shares.  Fair Market Value is defined in the ICP.

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All PSOs shall vest and be exercisable beginning on the third anniversary of the date of grant and shall terminate on the fifth anniversary of the date of grant unless sooner exercised, unless the Committee determines other dates.

The exercise price for PSOs shall be 110% of the Fair Market Value per share of the Company’s Stock on the date of grant.

4.0Limitations on Grants and Carryover

Notwithstanding Sections 2 and 3, the maximum number of shares of Restricted and/or Deferred Stock that may be granted to all Senior Executives for any Plan Year shall be 500,000, and the maximum number of PSOs that may be granted to all Senior Executives for any Plan Year shall be 730,000.  In the event that the limitations shall be in effect for any Plan Year, the dollar amount to be invested for each Senior Executive shall be reduced by proration based on the aggregate Total Bonus Payouts or Target Incentive Awards of all Senior Executives so that the limitations are not exceeded.  The amount of any such reduction shall be carried forward to subsequent years and invested in Restricted and/or Deferred Stock or PSOs to the extent the annual limitation is not exceeded in such years.

5.0The Incentive Compensation Plan

Except as modified herein, PSOs are Incentive Stock Options under the Company’s ICP as amended from time to time to the extent they are eligible for treatment as such under Section 422 of the Internal Revenue Code.  If not eligible for ISO treatment, the PSOs shall constitute nonqualified stock options.  Except as specifically modified herein, PSOs shall be governed by the terms of the Company’s ICP, and shall be granted as described in this Program annually unless the Committee modifies or terminates either the EVA Plan or the ICP.  As provided in the ICP, all grants of PSOs to Participants who are subject to Sec. 16(b) of the Securities Exchange Act of 1934 are subject to approval of the Company Shareholders.  In the event such approval is not obtained, this Program shall terminate.

6.0Definitions

All capitalized terms used herein that are not otherwise defined shall have the same meaning given to them in the Company’s EVA Plan and ICP.

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EX-99.1

Exhibit 99.1

BRIGGS & STRATTON CORPORATION ANNOUNCES ELECTION OF A

CHIEF OPERATING OFFICER AND FOUR GROUP PRESIDENTS

MILWAUKEE, August 10, 2005/PR Newswire/ — Briggs & Stratton Corporation (NYSE:BGG)

At its regular meeting today, the Board of Directors of Briggs & Stratton Corporation elected Todd J. Teske, 40 years old, Executive Vice President and Chief Operating Officer effective September 1, 2005.  Mr. Teske has served as Senior Vice President and President – Briggs & Stratton Power Products Group, LLC since September 2003.

Briggs & Stratton also announced the election of four group presidents:  Paul M. Neylon, Senior Vice President and President – Engine Power Products Group; Michael D. Schoen, Senior Vice President and President – International Power Products Group; Joseph C. Wright, Vice President and President – Yard Power Products Group (mowers, tillers and related lawn and garden products); and Vincent R. Shiely, Jr., Vice President and President – Home Power Products Group (generators, pressure washers, outboard motors and related home products).

James E. Brenn

Senior Vice President and

Chief Financial Officer

/CONTACT:  James E. Brenn, Senior Vice President and Chief Financial Officer, Briggs & Stratton Corporation, 414-259-5333/(BGG)