Black & Decker 2011 Annual Report Download - page 53

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(1) Consists of 10,444,660 shares underlying outstanding stock options (whether vested or unvested) with a weighted average
exercise price of $52.47 and a weighted average term of 3.49 years; 3,731,007 shares underlying time-vesting restricted stock
units that have not yet vested and the maximum number of shares that will be issued pursuant to outstanding long term
performance awards if all established goals are met; and 180,610 of shares earned but related to which participants elected
deferral of delivery. All stock-based compensation plans are discussed in Note J, Capital Stock, of the Notes to the Consolidated
Financial Statements in Item 8.
(2) There is no cost to the recipient for shares issued pursuant to time-vesting restricted stock units or long term performance
awards. Because there is no strike price applicable to these stock awards they are excluded from the weighted-average exercise
price which pertains solely to outstanding stock options.
(3) Consists of 2,808,891 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election of
employees and 2,643,113 securities available for future grants by the board of directors under stock-based compensation plans.
(4) There is a non-qualified deferred tax savings plan for highly compensated salaried employees which mirrors the qualified plan
provisions, but was not specifically approved by security holders. U.S. employees are eligible to contribute from 1% to 15% of
their salary to a tax deferred savings plan as described in the ESOP section of Item 8 Note L, Employee Benefit Plans, to the
Consolidated Financial Statements of this Form 10-K. Prior to 2010 and in 2011, Stanley contributed an amount equal to one
half of the employee contribution up to the first 7% of salary. In 2009, an employer match benefit was provided under the plan
equal to one-quarter of each employee’s tax-deferred contribution up to the first 7% of their compensation. The investment of
the employee’s contribution and the Company’s contribution was controlled by the employee participating in the plan and may
include an election to invest in Company stock. The same matching arrangement was provided for highly compensated salaried
employees in the “non-qualified” plan, except that the arrangement for these employees is outside of the ESOP, and is not
funded in advance of distributions. Shares of the Company’s common stock may be issued at the time of a distribution from the
plan. The number of securities remaining available for issuance under the plan at December 31, 2011 is not determinable, since
the plan does not authorize a maximum number of securities.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Items 404 and 407(a) of Regulation S-K is incorporated by reference to the information set forth under
the section entitled “Board of Directors — Related Party Transactions” of the Company’s definitive proxy statement, which will be
filed pursuant to Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual
Report on Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 9(e) of Schedule 14A is incorporated herein by reference to the information set forth under the
section entitled “Fees of Independent Auditors” of the Company’s definitive proxy statement, which will be filed pursuant to
Regulation 14A under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Index to documents filed as part of this report:
1. and 2. Financial Statements and Financial Statement Schedules.
The response to this portion of Item 15 is submitted as a separate section of this report beginning with an index thereto on
page 44.
3. Exhibits
See Exhibit Index in this Form 10-K on page 105.
(b) See Exhibit Index in this Form 10-K on page 105.
(c) The response in this portion of Item 15 is submitted as a separate section of this Form 10-K with an index thereto beginning on
page 44.