Black & Decker 2015 Annual Report Download - page 137

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complete months in the Measurement Period that the participant was employed by the
Company. The participant’s pro-rated Performance Award will be settled at the same
time as performance awards for active participants are settled, to the extent the
applicable performance metrics have been achieved. Pro-rated performance awards
will be settled in the form of Unrestricted Stock. A participant whose employment
with the Company terminates prior to the Settlement Date for any other reason will
forfeit all rights in respect of his or her performance award and will not be entitled to
receive any Shares or other payment under the Program.
3. Rights of a Shareholder. The Participant shall not have any rights of a shareholder
with respect to the Performance Awards or any Shares issued in settlement thereof
prior to the Settlement Date.
4. Transferability. Transferability shall be as set forth in the Plan.
5. Adjustments. Notwithstanding any other provision hereof, the Committee shall have
authority to make adjustments in the terms and conditions of, and the criteria
included in, Performance Awards granted hereunder, as set forth in the Plan.
6. Miscellaneous. The Committee shall have full authority to administer the
Performance Awards and to interpret the terms of the Award Documents, which
authority includes the authority to waive certain conditions in appropriate
circumstances. All decisions or interpretations of the Committee with respect to any
question arising in respect of the Performance Awards shall be binding, conclusive
and final. The waiver by the Company of any provision of this document or any
other Award document shall not operate as or be construed to be a subsequent waiver
of the same provision or a waiver of any other provision of this document or any
other Award document. The validity and construction of the terms of this document
and any other Award document shall be governed by the laws of the State of
Connecticut. The terms and conditions set forth in this document and any other
Award document are subject in all respects to the terms and conditions of the Plan,
which shall be controlling. The Participant agrees to execute such other agreements,
documents or assignments as may be necessary or desirable to effect the purposes
hereof.
7. Unfunded Arrangement. The Performance Awards represented in the Award
Documents constitute an unfunded unsecured promise of the Company and the rights
of the Participant in respect of the Performance Awards are no greater than the rights
of an unsecured creditor of the Company.
8. Capitalized Terms. The following capitalized terms shall have the meaning set forth
below for purposes of this Letter. All other capitalized terms used in this document
shall have the meanings set forth in the Plan.
Award Documents. The documents provided to a Participant that advise the
Participant that he or she has been selected to Participate in the Performance
Award Program and set forth the Performance Period, Performance factors,
Performance Goals, amounts payable at the Threshold, Target and Maximum
Levels, and the terms and conditions applicable to the Award, which shall