Black & Decker 2012 Annual Report Download - page 57

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ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to the information set forth under the section entitled
“Executive Compensation” of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A under
the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The information required by Item 403 of Regulation S-K, is incorporated herein by reference to the information set forth under
the sections entitled “Security Ownership of Certain Beneficial Owners”, “Security Ownership of Directors and Officers”, and
“Executive Compensation”, of the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A
under the Exchange Act within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
EQUITY COMPENSATION PLAN INFORMATION
Compensation plans under which the Company’s equity securities are authorized for issuance at December 29, 2012 follow:
(A) (B) (C)
Plan Category
Number of securities to be
issued upon exercise of
outstanding options and stock
awards
Weighted-average exercise
price of outstanding options
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (A))
Equity compensation plans
approved by security holders…...
12,568,500
(1)
$ 56.90
(2)
3,092,619
(3)
Equity compensation plans not
approved by security holders (4)..
—
—
—
Total…………………………….
12,568,500 $ 56.90
3,092,619
(3)
(1) Consists of 9,056,493 shares underlying outstanding stock options (whether vested or unvested) with a weighted
average exercise price of $56.90 and a weighted average term of 5.69 years; 3,311,857 shares underlying time-vesting
restricted stock units that have not yet vested and the maximum number of shares that will be issued pursuant to
outstanding long term performance awards if all established goals are met; and 191,235 of shares earned but related to
which participants elected deferral of delivery. All stock-based compensation plans are discussed in Note J, Capital
Stock, of the Notes to Consolidated Financial Statements in Item 8.
(2) There is no cost to the recipient for shares issued pursuant to time-vesting restricted stock units or long term
performance awards. Because there is no strike price applicable to these stock awards they are excluded from the
weighted-average exercise price which pertains solely to outstanding stock options.
(3) Consists of 2,586,768 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election
of employees and 505,851 securities available for future grants by the board of directors under stock-based
compensation plans.
(4) There is a non-qualified deferred tax savings plan for highly compensated salaried employees which mirrors the
qualified plan provisions, but was not specifically approved by security holders. U.S. employees are eligible to
contribute from 1% to 15% of their salary to a tax deferred savings plan as described in the ESOP section of Item 8
Note L, Employee Benefit Plans, to the Consolidated Financial Statements of this Form 10-K. Prior to 2010 and in 2011
and 2012, Stanley contributed an amount equal to one half of the employee contribution up to the first 7% of salary. In
2009, an employer match benefit was provided under the plan equal to one-quarter of each employee’s tax-deferred
contribution up to the first 7% of their compensation. The investment of the employee’s contribution and the
Company’s contribution was controlled by the employee participating in the plan and may include an election to invest
in Company stock. The same matching arrangement was provided for highly compensated salaried employees in the
“non-qualified” plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in
advance of distributions. Shares of the Company’s common stock may be issued at the time of a distribution from the
plan. The number of securities remaining available for issuance under the plan at December 29, 2012 is not
determinable, since the plan does not authorize a maximum number of securities.