Black & Decker 2015 Annual Report Download - page 136

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Terms and Conditions applicable to
Long Term Performance Awards
This certifies that Stanley Black & Decker, Inc. (the “Company”) has, on the Date set forth in
Award Letter to which these Terms and Conditions apply, granted to the Participant named above
a performance award (“Performance Award”) of that number of Performance Units set forth
in the Award Letter, subject to certain restrictions and on the terms and conditions contained in
the Award Documents and the Company’s 2013 Long-Term Incentive Plan, as amended from
time to time (the “Plan”). A copy of the Plan is available upon request. In the event of any
conflict between the terms of the Plan and the Award Documents, the terms of the Plan shall
govern. This Performance Award represents the right of the Participant to receive a number of
Shares to be issued if the Company achieves the Performance Goals for the Measurement Period
and employment requirements are satisfied.
1. Time and Manner of Settlement. As soon as practicable following completion of
the applicable Measurement Period, and assuming that the Threshold Performance
Goals are achieved and employment requirements are satisfied, the Company shall
issue a number of Shares to the Participant, in settlement of the Participant’s
Performance Award, equal to (i) the number of Shares specified in the Award Letter
to be issued based upon the Performance Goals achieved plus (ii) in the event
performance falls between the Threshold and Target or Target and Maximum Goals as
specified in the Award Documents, a pro rata number of Shares calculated as follows
(rounded to the closest whole number):
S = ((A-L)/(N-L))x(SN-SL)
where:
S =the additional number of Shares to be issued
A = the actual achievement in respect of the applicable performance factor
L = the Goal exceeded for the applicable performance factor (i.e., threshold or
target)
N =the next highest Goal for the applicable performance factor (i.e., target or
maximum)
SN =the number of Shares designated for issuance at the next highest
applicable Performance Goal; and
SL = the number of Shares designated for issuance at the applicable
Performance Goal reached.
2. Vesting; form of settlement. Performance Awards will become vested on the
Settlement Date to the extent that the applicable performance metrics have been
achieved and provided that the participant is continuously employed by the Company
until such time. Performance Awards will be settled in shares of Company common
stock as soon as practicable following the end of the Measurement Period.
Performance Awards will be settled in the form of Unrestricted Stock.
If a participant’s employment with the Company terminates due to his or her
Retirement, death or Disability prior to the date the Performance Awards are settled,
the participant’s Performance Award will be pro-rated based on the number of