Black & Decker 2012 Annual Report Download - page 143

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(p) “Plan” shall mean the Stanley Black & Decker Management Incentive Compensation Plan, as amended from
time to time.
(q) "Retirement" shall mean a Participant's termination of employment with the Company or an Affiliate thereof
at or after attaining age 55 and completing ten years of service.
3. Administration. The Plan shall be administered by the Committee. The Committee shall have the authority in its sole
discretion, subject to and not inconsistent with the express provisions of the Plan, to administer the Plan and to
exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority to grant Awards; to determine the persons to
whom and the time or times at which Awards shall be granted; to determine the terms, conditions, restrictions and
performance criteria, including Performance Goals, relating to any Award; to determine whether, to what extent, and
under what circumstances an Award may be settled, cancelled, forfeited, or surrendered; to construe and interpret the
Plan and any Award; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms
and provisions of Awards; and to make all other determinations deemed necessary or advisable for the administration
of the Plan. The Committee shall have the authority to make equitable adjustments to the Performance Goals in
recognition of unusual or non-recurring events affecting the Company or any parent or subsidiary of the Company or
the financial statements of the Company or any parent or subsidiary of the Company, in response to changes in
applicable laws or regulations or to account for items of gain, loss or expense determined to be extraordinary or
unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a
change in accounting principles; provided that, with respect to any Award to a Covered Employee such adjustment
shall only be made to the extent it does not result in the loss of the otherwise available exemption of such award under
Section 162(m) of the Code.
All decisions, determinations and interpretations of the Committee shall be final and binding on all persons, including
the Company and the Participant (or any person claiming any rights under the Plan from or through any Participant).
Subject to Section 162(m) of the Code or as otherwise required for compliance with other applicable law, the
Committee may delegate all or any part of its authority under the Plan to any officer or officers of the Company.
4. Eligibility. Awards may be granted to Participants in the sole discretion of the Committee. In determining the persons
to whom Awards shall be granted and the Performance Goals relating to each Award, the Committee shall take into
account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.
5. Terms of Awards. Awards granted pursuant to the Plan shall be communicated to Participants in such form as the
Committee shall from time to time approve and the terms and conditions of such Awards shall be set forth therein.
(a) In General. On or prior to the earlier of the 90th day after the commencement of a Performance Period or the
date on which 25% of a Performance Period has elapsed, the Committee shall specify in writing, by
resolution of the Committee or other appropriate action, the Participants for such Performance Period and the
Performance Goals applicable to each Award for each Participant with respect to such Performance Period.
Unless otherwise provided by the Committee in connection with specified terminations of employment,
payment in respect of Awards shall be made only if and to the extent the Performance Goals with respect to
such Performance Period are attained.
(b) Special Provisions Regarding Awards. Notwithstanding anything to the contrary contained in this Section 5,
in no event shall payment in respect of an Award granted for a Performance Period be made to a Participant
who is or is reasonably expected to be a Covered Employee exceed the lesser of 300% of the Participant's
annual base salary on the date the Performance Period commences for any twelve month period or
$5,000,000. The Committee may, in its sole discretion, increase (subject to the maximum amount set forth in
this Section 5(b)) or decrease the amounts otherwise payable to Participants upon the achievement of
Performance Goals under an Award; provided, however, that in no event may the Committee so increase the
amount otherwise payable to a Covered Employee pursuant to an Award.
(c) Time and Form of Payment. Subject to Section 6(h), all payments in respect of Awards granted under this
Plan shall be made in cash on the 45th day following the end of the Performance Period but in no event later
than the 45th day following the fiscal year in which the Award vests.