Black & Decker 2014 Annual Report Download - page 128

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respect of his or her performance award and will not be entitled to receive any Shares or
other payment under the Program.
3. Rights of a Shareholder. The Participant shall not have any rights of a shareholder with
respect to the Performance Awards or any Shares issued in settlement thereof prior to the
Settlement Date.
4. Transferability. Transferability shall be as set forth in the Plan.
5. Adjustments. Notwithstanding any other provision hereof, the Committee shall have
authority to make adjustments in the terms and conditions of, and the criteria included in,
Performance Awards granted hereunder, as set forth in the Plan.
6. Miscellaneous. The Committee shall have full authority to administer the Performance
Awards and to interpret the terms of the Award Documents, which authority includes the
authority to waive certain conditions in appropriate circumstances. All decisions or
interpretations of the Committee with respect to any question arising in respect of the
Performance Awards shall be binding, conclusive and final. The waiver by the Company
of any provision of this document or any other Award document shall not operate as or be
construed to be a subsequent waiver of the same provision or a waiver of any other
provision of this document or any other Award document. The validity and construction
of the terms of this document and any other Award document shall be governed by the
laws of the State of Connecticut. The terms and conditions set forth in this document and
any other Award document are subject in all respects to the terms and conditions of the
Plan, which shall be controlling. The Participant agrees to execute such other
agreements, documents or assignments as may be necessary or desirable to effect the
purposes hereof.
7. Unfunded Arrangement. The Performance Awards represented in the Award
Documents constitute an unfunded unsecured promise of the Company and the rights of
the Participant in respect of the Performance Awards are no greater than the rights of an
unsecured creditor of the Company.
8. Capitalized Terms. The following capitalized terms shall have the meaning set forth
below for purposes of this Letter. All other capitalized terms used in this document shall
have the meanings set forth in the Plan.
Award Documents. The documents provided to a Participant that advise the
Participant that he or she has been selected to Participate in the Performance
Award Program and set forth the Performance Period, Performance factors,
Performance Goals, amounts payable at the Threshold, Target and Maximum
Levels, and the terms and conditions applicable to the Award, which shall
consist of an Award Letter, signed by the Chairman & Chief Executive Officer
or the Senior Vice President, Human Resources , and the documents referenced
therein.
Executive Officer. A person who the Company has designated an Executive
Officer as such term is defined in Rule 3b-7 under the Securities Exchange Act
of 1934 and as such term is used in Item 401(b) of Regulation S-K.
Measurement Period. The period during which financial performance is
measured against the applicable Performance Goals as set forth in the Award
Documents.