Black & Decker 2012 Annual Report Download - page 131

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EXHIBIT 10.9
Revised Form B Change in Control Severance Agreement
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CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT (the “Agreement”), dated ________________, 2012 is made by and between Stanley Black &
Decker, Inc., a Connecticut corporation (the “Company”), and __________________ (the “Executive”).
WHEREAS, the Board recognizes that, as is the case with many publicly held corporations, the possibility of a
Change in Control exists and that such possibility, and the uncertainty and questions which it may raise among management,
may result in the departure or distraction of management personnel to the detriment of the Company and its shareowners; and
WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of members of the Company's management, including the Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and
the Executive hereby agree as follows:
1. Defined Terms. The definitions of capitalized terms used in this Agreement are provided in the last
Section hereof.
2. Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in
effect through the second anniversary hereof; provided, however, that commencing on _______________________ and each
__________________ thereafter, the Term shall automatically be extended for one additional year unless, not later than ninety
(90) calendar days prior to such _________________, the Company or the Executive shall have given notice not to extend the
Term; and further provided, however, that if a Change in Control shall have occurred during the Term, the Term shall expire no
earlier than twenty-four (24) months beyond the month in which such Change in Control occurred.
3. Company's Covenants Summarized. In order to induce the Executive to remain in the employ of the
Company and in consideration of the Executive's covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments and the other payments and benefits described
herein. Except as provided in Section 10.1 hereof, no Severance Payments shall be payable under this Agreement unless there
shall have been (or, under the terms of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a
termination of the Executive's employment with the Company following a Change in Control and during the Term. This
Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in
writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the
Company.
4. The Executive's Covenants. The Executive agrees that, subject to the terms and conditions of this
Agreement, in the event of a Potential Change in Control during the Term, the Executive will remain in the employ of the
Company until the earliest of (i) a date which is six (6) months from the date of such Potential Change in Control, (ii) the date
of a Change in Control, (iii) the date of termination by the Executive of the Executive's employment for Good Reason or by
reason of death, Disability or Retirement, or (iv) the termination by the Company of the Executive's employment for any
reason.
5. Compensation Other Than Severance Payments.
1.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the
Executive's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay
the Executive's full salary to the Executive at the rate in effect at the commencement of any such period, together with all
compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or
arrangement maintained by the Company during such period (other than any disability plan), until the Executive's employment
is terminated by the Company for Disability.
2.2 If the Executive's employment shall be terminated for any reason following a Change in Control and during
the Term, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in
effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the first occurrence of
an event or circumstance constituting Good Reason, together with all compensation and benefits payable to the Executive
through the Date of Termination under the terms of the Company's compensation and benefit plans, programs or arrangements
as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior
to the first occurrence of an event or circumstance constituting Good Reason.
3.3 If the Executive's employment shall be terminated for any reason following a Change in Control and during
the Term, the Company shall pay to the Executive the Executive's normal post-termination compensation and benefits as such