Black & Decker 2012 Annual Report Download - page 133

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Termination, the Company shall provide such post-retirement health care and/or life insurance benefits to the
Executive and the Executive's dependents commencing on the later of (i) the date on which such coverage would have
first become available and (ii) the date on which benefits described in subsection (B) of this Section 6.1 terminate.
(E) The Company shall provide the Executive with third-party outplacement services suitable to the
Executive's position for the period following the Executive's Date of Termination and ending on December 31 of the
second calendar year following such Date of Termination or, if earlier, until the first acceptance by the Executive of an
offer of employment, provided, however, that in no case shall the Company be required to pay in excess of $50,000
over such period in providing outplacement services and that all reimbursements hereunder shall be paid to the
Executive within thirty (30) calendar days following the date on which the Executive submits the invoice but no later
than December 31 of the third year following the year of the Executive's Date of Termination.
(F) For the thirty (30) month period immediately following the Date of Termination or until the
Executive becomes eligible for substantially similar benefits from a new employer, whichever occurs earlier, the
Company shall continue to provide the Executive with all perquisites provided by the Company immediately prior to
the Date of Termination or, if more favorable to the Executive, immediately prior to the first occurrence of an event or
circumstance constituting Good Reason (including, without limitation, automobile, financial planning, annual physical
and executive whole life insurance).
2.2 (A) Notwithstanding any other provisions in this Agreement, if any of the payments or benefits received
or to be received by the Executive (including any payment or benefits received in connection with a Change in Control or the
Executive's termination of employment, whether pursuant to the terms of this Agreement or any other plan, program,
arrangement or agreement) (all such payments and benefits, being hereinafter referred to as the “Total Payments”) would be
subject (in whole or part), to the Excise Tax, then, after taking into account any reduction in the Total Payments provided by
reason of section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total
Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less
than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so
reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total
Payments and after taking into account the phase out, if any, of itemized deductions and personal exemptions attributable to
such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction
(but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount
of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into
account the phase out, if any, of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
(A) In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following
order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1,
Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and
benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a),
with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1,
Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under
Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be
reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury
Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under
Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not
otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of
clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments
and benefits due in respect of any equity not subject to section 409A, and second, a pro-rata reduction of cash
payments and payments and benefits due in respect of any equity subject to section 409A as deferred compensation.
(B) For purposes of determining whether and the extent to which the Total Payments will be subject to
the Excise Tax and the amount of such Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of
which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the
meaning of section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken
into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected
by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor
(the “Auditor”), does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code
(including by reason of section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such
Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation
for services actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base
Amount allocable to such reasonable compensation; and (iii) the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and
(4) of the Code.
(C) All determinations required by this Section 6.2 (or requested by either the Executive or the
Company in connection with this Section 6.2) will be at the expense of the Company. The fact that the Executive's
right to payments or benefits may be reduced by reason of the limitations contained in this Section 6.2 will not of itself
limit or otherwise affect any other rights of the Executive under this Agreement. The Executive and the Company