EX-10.III.D












Exhibit 10(iii)(d)




As Amended April 23, 2009




THE STANLEY WORKS

EMPLOYEE STOCK PURCHASE PLAN




     The Stanley Works Employee Stock Purchase Plan offers a convenient way for Eligible Employees
to purchase shares of the Company Common Stock, on the terms and conditions defined below, through
payroll deductions and without the payment of any commissions or fees.



     It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase
Plan” under Section 423 of the Code and the Plan shall be construed in accordance with such
purpose.



ONE. DEFINITIONS




     As used herein, unless the context otherwise requires, the following words shall be defined as
follows:



     (A) “Code” means the Internal Revenue Code of 1986, as amended.



     (B) “Committee” means the Finance and Pension Committee of the Board of Directors.



     (C) “Company” means The Stanley Works.



     (D) “Company Common Stock” means the common stock of the Company, par value $2.50 per share.



     (E) “Date of Exercise” means the last NYSE trading day of any month during the Plan Year.



     (F) “Date of Grant” means the first day of the Plan Year.



     (G) “Earnings” shall mean with respect to any Employee, the salary of such Employee (excluding
any incentive compensation) calculated in the manner prescribed by the Committee from time to time.



     (H) “Eligible Employee” means an Employee eligible to purchase stock under the Plan.



 









 





     (I) “Employee” means any person who is regularly and actively employed by the Company or any
Subsidiary and who receives from it regular compensation, other than pension, retirement allowance,
retainer, or fee under contract. Any person whose customary employment is less than twenty (20)
hours per week, or less than five (5) months per calendar year, shall not be considered an Employee
under this Plan.



     (J) “Investment Account” means the account established for the Participating Employee with the
transfer agent for the Company Common Stock for the purpose of holding the shares purchased under
the Plan.



     (K) “NYSE” means the New York Stock Exchange.



     (L) “Participating Employee” means an Eligible Employee who elects to participate in the Plan.



     (M) “Plan” means The Stanley Works Employee Stock Purchase Plan adopted by the Board of
Directors on December 21, 1994, subject to approval by the shareholders on April 19, 1995.



     (N) “Plan Administrator” means an officer or employee of the Company to whom the Committee has
delegated the authority to administer the Plan, subject to the rules and interpretive
determinations promulgated by the Committee.



     (O) “Plan Year” means a period of less than twenty-seven months for which the Plan has been
declared to be effective for offering and selling unissued or reacquired Company Common Stock to
Eligible Employees.



     (P) “Subsidiary” means any corporation organized under the laws of any of the United States or
of Canada or its provinces or of any other jurisdiction which the Committee shall designate, a
majority of the voting stock of which (exclusive of directors’ qualifying shares) is owned by the
Company or a Subsidiary of the Company.



TWO. ELIGIBILITY




     (A) All Employees, who have completed at least ninety (90) days in the employ of the Company,
or any of its Subsidiaries, or any combination thereof, and who are currently Employees of the
Company or any of its Subsidiaries, are eligible to participate in the Plan.



     (B) Nothing in the Plan or any instrument executed pursuant hereto shall confer upon any
Employee any right to continue in the employ of the Company or any of its Subsidiaries nor shall
anything in the Plan affect the right of the Company or any of its Subsidiaries to terminate the
employment of any Employee, with or without cause.




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THREE. PARTICIPATION AND PRICE



     (A) Participation shall be for one or more shares at a price which for each Plan Year shall be
the lower of 85% (or such higher percentage as the Committee may determine from time to time) of
the arithmetic mean of the high and low prices for the Company Common Stock as reported for the
NYSE Composite Transactions on (i) the Date of Grant (if the NYSE is not open on the Date of Grant,
then on the next preceding day on which the NYSE is open for trading) (the “Plan Year Price”) or
(ii) the Date of Exercise (the “Month End Price”).



     (B) In no event shall the price be less than the par value per share.



     (C) Eligible Employees may elect to participate in the Plan on a monthly basis by authorizing
regular payroll deductions. Elections received by the fifteenth of one month will become effective
for the first payroll period in the next succeeding month. Elections received after the fifteenth
of one month will become effective for the first payroll period in the second succeeding month.
The amounts deducted will accumulate during each calendar month and at the end of such month will
be applied to the purchase of full and fractional shares of Company Common Stock at the lower of
the Plan Year Price or the Month End Price. If in any calendar month purchases under the Plan
would result in the issuance of more shares than are reserved for issuance under the Plan, the
number of shares that Eligible Employees may purchase during such month shall be reduced on a pro
rata basis so that only the maximum number of shares reserved for issuance will be issued, except
that elections to purchase one share will be honored in full.



     (D) All full and fractional shares purchased under the Plan will be issued in book entry form
and credited to a separate Investment Account established for each Participating Employee within
two weeks of the Date of Exercise. Participating Employees shall receive dividends with respect to
the shares of Company Common Stock credited to his or her Investment Account. Participating
Employees have the option to receive share certificates for a fee. Such fees will be established at
the beginning of each Plan Year.



     (E) Participating Employees have the option to participate in the Company’s Dividend
Reinvestment Program with respect to the shares purchased under the Plan and to have all dividends
paid with respect to the full and fractional shares in a Participating Employee’s Investment
Account applied to the purchase of full or fractional shares of Company Common Stock on the NYSE.
Shares so purchased shall be added to the shares held for the Participating Employee in his/her
Investment Account. Participating Employees who have elected to participate in the Dividend
Reinvestment Program will be charged a quarterly fee as determined by the Committee from time to
time.



     (F) The total number of shares to be offered for purchase under this Plan is limited to a
maximum of Three Million (3,000,000) shares of Company Common Stock, which may be unissued or
reacquired shares, or a combination thereof. The number of shares available for purchase in each
Plan Year shall be the remaining number of shares reserved for issuance under the Plan at the
beginning of each Plan Year. All rights to purchase shares under the Plan for any Plan Year that
remain outstanding at the end of such Plan Year will terminate as of the end of that Plan Year.



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     (G) Eligible Employees may elect to increase, decrease or terminate participation at any time
throughout the Plan Year on a prospective basis only. Such elections may be made on a monthly
basis and elections received by the fifteenth of one month will become effective for the first
payroll period in the next succeeding month. Elections received after the fifteenth of one month
will not become effective until the first payroll period in the second succeeding month. There is
no limitation on the ability of an Eligible Employee to re-enroll in the Plan once participation
has been terminated.



FOUR. MAXIMUM AMOUNT OF PURCHASES




     (A) In each Plan Year, an Eligible Employee may purchase shares with a value (measured as of
the date of purchase of such shares) not in excess of fifteen percent (15%) of his/her Earnings for
the previous calendar year provided, however, that in any Plan Year the fair market value
(determined as of the Date of Grant for such Plan Year) of shares purchased by a Participating
Employee under the Plan may not, when added to the fair market value of all other shares which the
Eligible Employee may have rights to purchase under this or other plans that qualify as employee
stock purchase plans of the Company under Section 423 of the Code, exceed $25,000.



     (B) No Employee will be permitted to purchase in any Plan Year if the number of shares which
he/she then owns (the rules of Section 424(d) of the Code shall apply in determining ownership) or
has the right or option to purchase plus the number of shares for which he/she wishes to subscribe
would represent five percent (5%) or more of the total number of shares of Company Common Stock
outstanding.



     (C) An Eligible Employee, with less than a full year’s service, may participate based on
his/her present Earnings.



FIVE. PAYMENT OF PURCHASE PRICE




     (A) The purchase price shall be deducted on a weekly or monthly basis from pay. No deduction
shall be less than one dollar ($1) and all deductions must be in even dollars.



     (B) Payroll deductions will be open fifty-two (52) weeks or twelve (12) months per year. The
weekly or monthly deduction amount will be determined by the Participating Employee, provided that,
a weekly or monthly deduction election shall not exceed the net pay of the Eligible Employee for
any pay period.



     (C) No interest will be paid on the amounts deducted.



     (D) Each Participating Employee purchasing Company Common Stock under the Plan as a condition
to such purchase shall pay to the Company the amount, if any, required to be withheld from
distributions resulting from such exercise under any applicable income tax laws (“Withholding
Taxes”). Such Withholding Taxes shall be payable as of the date income from such exercise is
includable in the Participating Employee’s gross income for income tax



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purposes (the “Tax Date”). The Committee may establish such procedures as it deems appropriate for the
settling of withholding obligations with shares of Company Common Stock.




SIX. DEATH, PERMANENT DISABILITY, RETIREMENT AND TRANSFERS




     (A) If a Participating Employee dies, becomes permanently disabled, retires or is transferred
during any month in the Plan Year, payroll deductions taken to the date of the death, permanent
disability, retirement or transfer will be used to purchase shares on the last NYSE trading day of
the month in which death, permanent disability, retirement or transfer occurs.



     (B) Participating Employees transferred, but remaining employed by the Company or a
Subsidiary, may continue to participate in the Plan.



SEVEN. RIGHTS AS A SHAREHOLDER




     The Participating Employee, and any beneficiary or other person claiming through a
Participating Employee, shall not have any interest in any share of Company Common Stock allocated
for the purposes of the Plan or subject to any option under the Plan until the Date of Exercise
with respect to such share. Furthermore, the existence of the options under the Plan shall not
affect: the right or power of the Company or its shareholders to make adjustments,
recapitalization, reorganizations or other changes in the Company’s capital structure; the
dissolution or liquidation of the Company, or sale or transfer of any part of its assets or
business; or any other corporate act, whether of a similar character or otherwise.



EIGHT. RIGHTS NOT TRANSFERABLE




     The rights under the Plan are not transferable by a Participating Employee and may be
exercised during the lifetime of a Participating Employee only by him/her.



NINE. APPLICATION OF FUNDS




     (A) Divisions and Subsidiaries making payroll deductions for the Plan act as agents of the
Company and will transmit such deductions to the Company in the manner specified by the Plan
Administrator.



     (B) All funds received or held by the Company under the Plan may be used for any corporate
purpose.



TEN. THE COMMITTEE




     (A) The Plan will be administered by the Committee. The Committee is vested with full
authority to administer, interpret and make rules regarding the Plan. The Committee shall have the
authority to interpret the Plan as it may deem advisable and to make determinations that shall be
final, binding and conclusive upon all persons. No member of the Board of Directors or
the Committee shall be liable for any action or determination made in good faith with respect to
the Plan.



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     (B) The Committee may delegate to the Plan Administrator the authority to administer this Plan
subject to the rules and interpretive determinations promulgated by the Committee. Such delegation
shall not make such officer or Employee, if otherwise an Eligible Employee, ineligible to
participate in this Plan.



     (C) To the extent not inconsistent with the Plan, the Committee may authorize and establish
such rules and regulations as it may determine to be advisable to make the Plan effective or to
provide for its administration, and may take such other action with regard to the Plan as it shall
deem advisable to effectuate its purpose, including, without limitation, the establishment of
procedures that may be necessary to ensure compliance with Rule 16b-3 of the Securities Exchange
Act of 1934.



ELEVEN. ADJUSTMENT IN CASE OF CHANGES AFFECTING THE COMPANY’S COMMON STOCK




     In the event of a merger, consolidation, reorganization, recapitalization, stock dividend,
stock split or any other change in corporate structure or capitalization affecting the Company
Common Stock, the Committee shall make adjustment in the number, kind, price, etc. of shares
issuable under the Plan, including adjustment in the maximum number of shares referred to in
Section THREE (F) of the Plan, as it deems necessary and appropriate.



TWELVE. EFFECTIVE PERIOD OF THE PLAN




     The Committee, or the Plan Administrator if so authorized by the Committee, is authorized from
time to time during the period commencing on October 24, 1995 and ending on the date of termination
of the Plan as provided in Section THIRTEEN hereof, to declare Plan Years for the purpose of
offering and selling unissued or reacquired Company Common Stock to Eligible Employees of the
Company and its Subsidiaries.



THIRTEEN. TERMINATION AND AMENDMENT OF THE PLAN




     (A) The Board of Directors may at any time terminate, suspend or amend the Plan provided that,
such termination, suspensions or amendments will not affect elections already accepted by the
Company; and provided, further that, no amendment of the Plan shall, without the approval of the
shareholders of the Company:




	 	(1)	 	increase the aggregate number of shares that may be issued in
connection with the Plan;
	 
	 	(2)	 	change the purchase price formula; or
	 
	 	(3)	 	materially modify the requirements as to eligibility for
participation in the Plan.




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     (B) The Plan and all rights of employees hereunder, if not terminated earlier, shall terminate
as follows:




	 	(1)	 	at the close of any Plan Year, if theretofore declared
terminated by the Board of Directors; or
	 
	 	(2)	 	there are no longer any reserved shares of Company Common Stock
available for issuance under the Plan.





FOURTEEN. MISCELLANEOUS




     (A) The Company will not be obligated to issue shares of Company Common Stock or make any
payment if counsel to the Company determines that such issuance or payment would violate any law or
regulation of any governmental authority or any agreement between the Company and any national
securities exchange upon which the Company Common Stock is listed. In connection with any stock
issuance or transfer, the person acquiring the shares shall, if requested by the Company, give
assurances satisfactory to counsel to the Company regarding such matters as the Company may deem
desirable to assure compliance with all legal requirements. The Company shall in no event be
obliged to take any action in order to permit the exercise of any option under the Plan.



     (B) The validity, interpretation and administration of the Plan and of any rules, regulations,
determinations or decisions made thereunder, and the rights of any and all persons having or
claiming to have any interest therein or thereunder, shall be determined exclusively in accordance
with the laws of the State of Connecticut (regardless of the laws that might be applicable under
principles of conflicts of laws). Without limiting the generality of the foregoing, the period
within which any action in connection with the Plan must be commenced shall be governed by the laws
of the State of Connecticut (regardless of the laws that might be applicable under principles of
conflicts of laws), without regard to the place where the act or omission complained of took place,
the residence of any party to such action or the place where the action may be brought.



     (C) Shares purchased under the Plan shall not be sold or otherwise transferred for 12 months
from the date of purchase except in the case of death, disability, involuntary termination or
“hardship” as such term is defined in the Company’s 401(k) Choice Account.




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