Black & Decker 2012 Annual Report Download - page 135

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resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a
meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the
Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of
Cause herein, and specifying the particulars thereof in detail.
2.2 Date of Termination. “Date of Termination,” with respect to any purported termination of the Executive's
employment after a Change in Control and during the Term, shall mean (i) if the Executive incurs a separation from service due
to Disability, thirty (30) calendar days after Notice of Termination is given (provided that the Executive shall not have returned
to the full-time performance of the Executive's duties during such thirty (30) calendar day period), and (ii) if the Executive
incurs a separation from service for any other reason, the date specified in the Notice of Termination (which, in the case of a
termination by the Company, shall be the thirtieth (30
th
) calendar day after Notice of Termination is given (except in the case of
a termination for Cause) and, in the case of a termination by the Executive, shall not be less than fifteen (15) calendar days nor
more than sixty (60) calendar days, respectively, from the date such Notice of Termination is given).
8. No Mitigation. The Company agrees that, if the Executive's employment with the Company terminates
during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts
payable to the Executive by the Company pursuant to Section 6 hereof. Further, except as specifically provided in Sections
6.1(B) and 6.1(F) hereof, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned
by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount
claimed to be owed by the Executive to the Company, or otherwise.
9. Restrictive Covenants.
1.1 The Executive agrees that restrictions on his activities during and after his employment are necessary to
protect the goodwill, Confidential Information and other legitimate interests of the Company and its Subsidiaries, and that the
agreed restrictions set forth below will not deprive the Executive of the ability to earn a livelihood:
(A) While the Executive is in the employment of the Company and, if the Executive is entitled to
benefits under Section 6.1 hereof upon termination of employment, for a period of twenty-four (24) months after such
termination of employment (the “Non-Competition Period”), the Executive shall not, without the express written
consent of the Company, in the United States of America, directly or indirectly (i) enter into the employ of or render
any services to any person, firm or corporation engaged in any Competitive Business; (ii) engage in any Competitive
Business for his own account or (iii) become interested in any Competitive Business as an individual, partner,
shareholder, creditor, director, officer, principal, agent, employee, consultant, advisor or in any other relationship or
capacity; provided, however, that nothing contained in this Section shall be deemed to prohibit the Executive from
acquiring, solely as an investment through market purchases, securities of any corporation which are registered under
Section 12 of the Exchange Act and which are publicly traded so long as he is not part of any group in control of such
corporation.
(B) The Executive agrees that during the Non-Competition Period or in connection with any termination
of employment pursuant to which the Executive is entitled to benefits under Section 6.1, the Executive will not, either
directly or through any agent or employee, Solicit any employee of the Company or any of its Subsidiaries to
terminate his or her relationship with the Company or any of its Subsidiaries or to apply for or accept employment
with any enterprise competitive with the business of the Company, or Solicit any customer, supplier, licensee or
vendor of the Company or any of its Subsidiaries to terminate or materially modify its relationship with them, or, in
the case of a customer, to conduct with any person any business or activity which such customer conducts or could
conduct with the Company or any of its Subsidiaries.
(C) The Executive acknowledges that the Company and its Subsidiaries continually develop
Confidential Information, that the Executive may develop Confidential Information for the Company or its
Subsidiaries and that the Executive may learn of Confidential Information during the course of his employment under
this Agreement. The Executive will comply with the policies and procedures of the Company and its Subsidiaries for
protecting Confidential Information and shall never disclose to any person (except as required by applicable law or
legal process or for the proper performance of his duties and responsibilities to the Company and its Subsidiaries, or in
connection with any litigation between the Company and the Executive (provided that the Company shall be afforded
a reasonable opportunity in each case to obtain a protective order)), or use for his own benefit or gain, any
Confidential Information obtained by the Executive incident to his employment or other association with the Company
or any of its Subsidiaries. The Executive understands that this restriction shall continue to apply after his employment
terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind
and description relating to the business, present or otherwise, of the Company or its Subsidiaries and any copies, in
whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive
property of the Company and its Subsidiaries. The Executive shall safeguard all Documents and shall surrender to the
Company at the time his employment terminates, or at such earlier time or times as the Board or its designee may
specify, all Documents then in the Executive's possession or control.
(D) Without limiting the foregoing, it is understood that the Company shall not be obligated to make any
of the payments or to provide for any of the benefits specified in Section 6.1, and shall be entitled to recoup the pro
rata portion of any such payments and of the value of any such benefits previously provided to the Executive in the