Black & Decker 2015 Annual Report Download - page 58

44
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
STOCKHOLDER 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 January 2, 2016 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...... 8,047,463 (1) $ 77.36 (2) 10,098,668 (3)
Equity compensation plans not
approved by security holders (4).. — — —
Total............................................ 8,047,463 $ 77.36 10,098,668
(1) Consists of 6,042,839 shares underlying outstanding stock options (whether vested or unvested) with a weighted
average exercise price of $77.36 and a weighted average term of 6.81 years; 1,929,210 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 75,414 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 2,104,326 of shares available for purchase under the employee stock purchase plan ("ESPP") at the election
of employees and 7,994,342 securities available for future grants by the board of directors under stock-based
compensation plans.
(4) U.S. employees are eligible to contribute from 1% to 25% of their salary to a qualified tax deferred savings plan as
described in the Employee Stock Ownership Plan ("ESOP") section of Note L, Employee Benefit Plans, of the Notes to
the Consolidated Financial Statements in Item 8. The Company contributes an amount equal to one half of the
employee contribution up to the first 7% of salary. There is a non-qualified tax deferred savings plan for highly
compensated salaried employees which mirrors the qualified plan provisions, but was not specifically approved by
security holders. Eligible highly compensated salaried U.S. employees are eligible to contribute from 1% to 50% of
their salary to the non-qualified tax deferred savings plan. The same matching arrangement was provided for highly
compensated salaried employees in the non-qualified plan, to the extent the match was not fully met in the qualified
plan, except that the arrangement for these employees is outside of the ESOP, and is not funded in advance of
distributions. For both qualified and non-qualified plans, the investment of the employee’s contribution and the
Company’s contribution is controlled by the employee and may include an election to invest in Company stock. Shares
of the Company’s common stock may be issued at the time of a distribution from the qualified plan. The number of
securities remaining available for issuance under the plans at January 2, 2016 is not determinable, since the plans do not
authorize a maximum number of securities.