Black & Decker 2012 Annual Report Download - page 132

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payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance
with, the Company's retirement, insurance and other compensation or benefit plans, programs and 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
occurrence of the first event or circumstance constituting Good Reason.
6. Severance Payments.
1.1 If the Executive incurs a “separation from service” (within the meaning of section 409A) following a Change
in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the
Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the
benefits, described in this Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive
is entitled under Section 5 hereof. For purposes of this Agreement, the Executive shall be deemed to have incurred a separation
from service following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the
Executive's employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in
Control occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the
Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for
Good Reason prior to a Change in Control (whether or not a Change in Control occurs) and the circumstance or event which
constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated by
the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which
constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in
Control occurs). For purposes of Section 5 and 6 of this Agreement, no payment that would otherwise be made and no benefit
that would otherwise be provided upon a termination of employment will be made or provided unless and until such
termination of employment is also a “separation from service,” as determined in accordance with section 409A.
(A) In lieu of any further salary payments to the Executive for periods subsequent to the Date of
Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the
Executive a lump sum severance payment, in cash, equal to two and one-half times the sum of (i) the Executive's base
salary as in effect immediately prior to the Date of Termination or, if higher, in effect immediately prior to the first
occurrence of an event or circumstance constituting Good Reason, and (ii) the average annual bonus earned by the
Executive pursuant to any annual bonus or incentive plan maintained by the Company in respect of the three fiscal
years ending immediately prior to the fiscal year in which occurs the Date of Termination or, if higher, immediately
prior to the fiscal year in which occurs the first event or circumstance constituting Good Reason.
(B) For the thirty (30) month period immediately following the Date of Termination, the Company shall
arrange to provide the Executive and his dependents life, disability, accident and health insurance benefits
substantially similar to those provided to the Executive and his dependents immediately prior to the Date of
Termination or, if more favorable to the Executive, those provided to the Executive and his dependents immediately
prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater after tax cost to the
Executive than the after tax cost to the Executive immediately prior to such date or occurrence; provided, however,
that, unless the Executive consents to a different method, such health insurance benefits shall be provided through a
third-party insurer. Benefits otherwise receivable by the Executive pursuant to this Section 6.1(B) shall be reduced to
the extent benefits of the same type are received by or made available to the Executive during the thirty (30) month
period following the Executive's termination of employment (and any such benefits received by or made available to
the Executive shall be reported to the Company by the Executive); provided, however, that the Company shall
promptly reimburse the Executive for the excess, if any, of the after tax cost of such benefits to the Executive over
such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the first occurrence of
an event or circumstance constituting Good Reason.
(C) In addition to the benefits to which the Executive is entitled under the DC Pension Plan, the
Company shall pay the Executive a lump sum amount, in cash, equal to the sum of (i) the amount that would have
been contributed thereto by the Company on the Executive's behalf during the thirty (30) months immediately
following the Date of Termination, determined (x) as if the Executive made the maximum permissible contributions
thereto during such period, (y) as if the Executive earned compensation during such period at a rate equal to the
Executive's compensation (as defined in the DC Pension Plan) during the twelve (12) months immediately preceding
the Date of Termination or, if higher, during the twelve months immediately prior to the first occurrence of an event or
circumstance constituting Good Reason, and (z) without regard to any amendment to the DC Pension Plan made
subsequent to a Change in Control and on or prior to the Date of Termination, which amendment adversely affects in
any manner the computation of benefits thereunder, and (ii) the excess, if any, of (x) the Executive's account balance
under the DC Pension Plan as of the Date of Termination over (y) the portion of such account balance that is
nonforfeitable under the terms of the DC Pension Plan. The payments provided in this Section 6.1(C) are in addition
to any payment the Executive would otherwise receive under the applicable DC Plan and are not intended to offset or
reduce any payment under such DC Plan.
(D) If the Executive would have become entitled to benefits under the Company's post-retirement health
care or life insurance plans, 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,
had the Executive's employment terminated at any time during the period of thirty (30) months after the Date of