Black & Decker 2012 Annual Report Download - page 142

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of the Company in substantially the same proportions as their ownership of the Company
immediately prior to such sale.
(f) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(g) “Committee” shall mean the Compensation and Organization Committee of the Board of Directors, the
composition of which shall at all times consist solely of two or more "outside directors" within the meaning
of section 162(m) of the Code.
(h) “Company” shall mean Stanley Black & Decker, Inc. and its successors.
(i) “Covered Employee” shall have the meaning set forth in Section 162(m)(3) of the Code.
(j) “Disability” shall have the meaning set forth in Section 22(e)(3) of the Code, or any successor provision.
(k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(l) “Participant” shall mean any employee of the Company or an Affiliate who is, pursuant to Section 4 of the
Plan, selected to participate in the Plan.
(m) “Performance Goals” shall mean performance goals based on one or more of the following criteria,
determined in accordance with generally accepted accounting principles, where applicable: (i) pre-tax
income or after-tax income; (ii) earnings including operating income, earnings before or after taxes, earnings
before or after interest, depreciation, amortization, or extraordinary or special items; (iii) net income
excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets;
(iv) operating income; (v) earnings or book value per share (basic or diluted); (vi) return on assets (gross or
net), return on investment, return on capital, or return on equity; (vii) return on revenues; (viii) net tangible
assets (working capital plus property, plants and equipment) or return on net tangible assets (operating
income divided by average net tangible assets) or working capital; (ix) operating cash flow (operating income
plus or minus changes in working capital less capital expenditures); (x) cash flow, free cash flow, cash flow
return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of
cost of capital; (xi) sales or sales growth; (xii) operating margin or profit margin; (xiii) share price or total
shareholder return; (xiv) earnings from continuing operations; (xv) cost targets, reductions or savings,
productivity or efficiencies; (xvi) economic value added; and (xvii) strategic business criteria, consisting of
one or more objectives based on meeting specified market penetration or market share, geographic business
expansion, customer satisfaction, employee satisfaction, human resources management, financial
management, project management, supervision of litigation, information technology, or goals relating to
divestitures, joint ventures or similar transactions. Where applicable, the Performance Goals may be
expressed in terms of attaining a specified level of the particular criterion or the attainment of a percentage
increase or decrease in the particular criterion, and may be applied to one or more of the Company or a parent
or subsidiary of the Company, or a division or strategic business unit of the Company, all as determined by
the Committee. The Performance Goals may include a threshold level of performance below which no
payment will be made (or no vesting will occur), levels of performance at which specified payments will be
paid (or specified vesting will occur) and a maximum level of performance above which no additional
payment will be made (or at which full vesting will occur).
Each of the foregoing Performance Goals shall be evaluated in accordance with generally accepted
accounting principles, where applicable, and shall be subject to certification by the Committee.
(n) “Performance Period” shall mean, unless the Committee determines otherwise, a period of no longer than 12
months.
(o) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the
Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of
such securities, or (iv) a corporation owned, directly or indirectly, by the shareowners of the Company in
substantially the same proportions as their ownership of shares of the Company.