Black & Decker 2012 Annual Report Download - page 138

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(J) “Company” shall mean Stanley Black & Decker, Inc., and, except in determining under Section
15(G) hereof whether or not any Change in Control of the Company has occurred, shall include any successor to its
business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.
(K) “Competitive Business” shall mean any line of business that is substantially the same as any line of
any operating business engaged in by the Company during the term of this Agreement and which at the termination of
the Executive's employment the Company was engaged in or conducting and which during the fiscal year of the
Company next preceding the date as of which the determination of competitive status is to be made constituted at least
5% of the gross sales of the Company and its Subsidiaries. The Executive may, without being deemed in violation of
this section, become a partner or employee of, or otherwise acquire an interest in, a stock or business brokerage firm,
consulting or advisory firm, investment banking firm or similar organization which, as part of its business, trades or
invests in securities of Competitive Businesses or which represents or acts as agent or advisor for Competitive
Businesses, but only on condition that the Executive shall not personally render any services in connection with such
Competitive Business either directly to such Competitive Business or other persons or to his firm in connection
therewith.
(L) “Confidential Information” means any and all information of the Company and its Subsidiaries that
is not generally known by others with whom they compete or do business, or with whom they plan to compete or do
business and any and all information not readily available to the public, which, if disclosed by the Company or its
Subsidiaries could reasonably be of benefit to such person or business in competing with or doing business with the
Company. Confidential Information includes without limitation such information relating to (1) the development,
research, testing, manufacturing, store operational processes, marketing and financial activities, including costs, profits
and sales, of the Company and its Subsidiaries, (2) the products and all formulas therefor, (3) the costs, sources of
supply, financial performance and strategic plans of the Company and its Subsidiaries, (4) the identity and special
needs of the customers and suppliers of the Company and its Subsidiaries and (5) the people and organizations with
whom the Company and its Subsidiaries have business relationships and those relationships. Confidential Information
also includes comparable information that the Company or any of its Subsidiaries have received belonging to others or
which was received by the Company or any of its Subsidiaries with an agreement by the Company that it would not be
disclosed. Confidential Information does not include information which (i) is or becomes available to the public
generally (other than as a result of a disclosure by the Executive), (ii) was within the Executive's possession prior to
the date hereof or prior to its being furnished to the Executive by or on behalf of the Company, provided that the
source of such information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the Company or any other party with respect to such information, (iii) becomes
available to the Executive on a non-confidential basis from a source other than the Company, provided that such
source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of
confidentiality to the Company or any other party with respect to such information, or (iv) was independently
developed the Executive without reference to the Confidential Information.
(M) “DC Pension Plan” shall mean any tax-qualified, supplemental or excess defined contribution plan
maintained by the Company and any other defined contribution plan or agreement entered into between the Executive
and the Company which is designed to provide the executive with supplemental retirement benefits.
(N) “Date of Termination” shall have the meaning set forth in Section 7.2 hereof.
(O) “Delayed Benefits” shall have the meaning set forth in Section 6.4 hereof.
(P) “Delayed Payments” shall have the meaning set forth in Section 6.4 hereof.
(Q) “Delay Period” shall have the meaning set forth in Section 6.4 hereof.
(R) “Disability” shall be deemed the reason for the termination by the Company of the Executive's
employment, if, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have
been absent from the full-time performance of the Executive's duties with the Company for a period of six (6)
consecutive months, the Company shall have given the Executive a Notice of Termination for Disability, and, within
thirty (30) calendar days after such Notice of Termination is given, the Executive shall not have returned to the full-
time performance of the Executive's duties.
(S) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
(T) “Excise Tax” shall mean any excise tax imposed under section 4999 of the Code.
(U) “Executive” shall mean the individual named in the first paragraph of this Agreement.
(V) “Good Reason” for termination by the Executive of the Executive's employment shall mean the
occurrence (without the Executive's express written consent which specifically references this Agreement) after any
Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) and (iii) of the
second sentence of Section 6.1 hereof (treating all references in paragraphs (I) through (VII) below to a “Change in
Control” as references to a “Potential Change in Control”), of any one of the following acts by the Company, or
failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (I), (V), (VI) or
(VII) below, such act or failure to act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:
(I) the assignment to the Executive of any duties inconsistent with the Executive's status as a
senior executive officer of the Company or a substantial adverse alteration in the nature or status of the