Black & Decker 2014 Annual Report Download - page 127

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Terms and Conditions applicable to
Long Term Performance Awards
This certifies that Stanley Black & Decker, Inc. (the “Company”) has, on the Date set forth in Award
Letter to which these Terms and Conditions apply, granted to the Participant named above a
performance award (“Performance Award”) of that number of Performance Units set forth in the
Award Letter, subject to certain restrictions and on the terms and conditions contained in the Award
Documents and the Company’s 2013 Long-Term Incentive Plan, as amended from time to time (the
“Plan”). A copy of the Plan is available upon request. In the event of any conflict between the terms
of the Plan and the Award Documents, the terms of the Plan shall govern. This Performance Award
represents the right of the Participant to receive a number of Shares to be issued if the Company
achieves the Performance Goals for the Measurement Period and employment requirements are
satisfied.
1. Time and Manner of Settlement. As soon as practicable following completion of the
applicable Measurement Period, and assuming that the Threshold Performance Goals are
achieved and employment requirements are satisfied, the Company shall issue a number
of Shares to the Participant, in settlement of the Participant’s Performance Award, equal
to (i) the number of Shares specified in the Award Letter to be issued based upon the
Performance Goals achieved plus (ii) in the event performance falls between the
Threshold and Target or Target and Maximum Goals as specified in the Award
Documents, a pro rata number of Shares calculated as follows (rounded to the closest
whole number):
S = ((A-L)/(N-L))x(SN-SL)
where:
S =the additional number of Shares to be issued
A = the actual achievement in respect of the applicable performance factor
L = the Goal exceeded for the applicable performance factor (i.e., threshold or
target)
N =the next highest Goal for the applicable performance factor (i.e., target or
maximum)
SN =the number of Shares designated for issuance at the next highest applicable
Performance Goal; and
SL = the number of Shares designated for issuance at the applicable
Performance Goal reached.
2. Vesting; form of settlement. Performance Awards will become vested on the Settlement
Date to the extent that the applicable performance metrics have been achieved and
provided that the participant is continuously employed by the Company until such time.
Performance Awards will be settled in shares of Company common stock as soon as
practicable following the end of the Measurement Period. Performance Awards will be
settled in the form of Unrestricted Stock.
If a participant’s employment with the Company terminates due to his or her Retirement,
death or Disability prior to the date the Performance Awards are settled, the participant’s
Performance Award will be pro-rated based on the number of complete months in the
Measurement Period that the participant was employed by the Company. The
participant’s pro-rated Performance Award will be settled at the same time as
performance awards for active participants are settled, to the extent the applicable
performance metrics have been achieved. Pro-rated performance awards will be settled
in the form of Unrestricted Stock. A participant whose employment with the Company
terminates prior to the Settlement Date for any other reason will forfeit all rights in