EX-10.III.C









Exhibit 10(iii)(c)

Form of award letter for grants of long term performance awards to executive officers




<GRANT DATE>




Dear <NAME>:




It is my pleasure to congratulate you for being selected to participate in the Long Term
Performance Award Program (the “Program”) under The Stanley Works 2009 Long-Term Incentive Plan.
This Program is intended to provide substantial, equity-based rewards for specified full-time
members of our management team, provided specific Performance Goals are achieved during the
Measurement Period (<DATE RANGE>).


In conjunction with our short-term variable compensation program (MICP) and our stock
option/restricted stock unit program, the Program is an important addition to your total
compensation package, and provides a strong additional incentive to continue increasing shareholder
value.



Each participant in the Program will have an opportunity to earn a number of Performance Shares
(PS) based upon achievement of the Performance Goals. Each PS unit represents one share of Stanley
Common Stock and, accordingly, the potential value of a participant’s performance award under the
Program may change as our stock price changes.



The Performance Goals applicable to this Award and the percentage of your total bonus opportunity
that applies to each goal will be communicated to you by a member of Stanley’s Human Resources
Department within the next several days.



Your performance award covers the following number of PS units:




	 	 	 	 	 	 	 
	 	 	Threshold	 	Target	 	Maximum
	# PS

	 	<NUMBER1>
	 	<NUMBER2>
	 	<NUMBER3>





Please see the following pages for information on vesting and settlement, definitions of
capitalized terms used herein and for other Terms and Conditions applicable to this Award, which
Terms and Conditions along with the 2009 Long-Term Incentive Plan will govern your Award. If you
have any questions, please call me, Jim Loree or Mark Mathieu. Once again, thank you for your
continued support and congratulations on being selected to participate in this important Program.




Best regards,




John F. Lundgren




 









 








Exhibit 10(iii)(c)

Form of award letter for grants of long term performance awards to executive officers




Terms and Conditions applicable to

Long Term Performance Awards



This certifies that The Stanley Works (the “Company") has on the Date of this Award Letter granted
to the Participant named above a performance award (“Performance Award”) of that number of
Performance Units set forth in this Award Letter, subject to certain restrictions and on the terms
and conditions contained in this Award Letter and The Stanley Works 2009 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 this Award Letter, 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 as
set forth above.





	 	1.	 	Time and Manner of Settlement. As soon as practicable following completion of the
applicable Measurement Period, but in no event later than March 15 of the year following
the end of such 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 this 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 Letter, 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 Performance Goal achieved (e.g., EPS, ROCE)




L =the applicable Performance Goal reached (i.e., threshold, target or maximum)




N =the next highest applicable Performance Goal (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 at the time of
settlement to the extent that the applicable performance metrics have been achieved and
provided that the participant is continuously employed by Stanley until such time.
Performance Awards will be settled in shares of Stanley stock as soon as practicable
following the end of the Measurement Period. For participants who were MICP Level 3 or
higher at the time of grant, the Shares will be distributed in the form of restricted
stock to the extent the participant does not hold the number of shares specified in the
Minimum Stock Ownership Guidelines




 









 











Exhibit 10(iii)(c)

Form of award letter for grants of long term performance awards to executive officers





	 	 	 	set forth below at the time of settlement. Any additional Shares will be issued in the
form of Unrestricted Stock. For all other participants, Performance Awards will be settled
in the form of Unrestricted Stock. Participants will be entitled to vote and receive
dividends on Restricted Stock following the date of distribution.
	 
	 	 	 	The Minimum Stock Ownership Guidelines are as follows:





	 	 	 	 	 
	Position	 	Multiple of Base Salary
	CEO
	 	 	3X	 
	 
	MICP Level 1
	 	 	2X	 
	 
	MICP Levels 2 and 3
	 	 	1X	 







	 	 	 	If a participant’s employment with Stanley 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 days in the Measurement Period
that the participant was employed by Stanley. 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 Stanley terminates prior to the date of settlement 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 date of settlement.
	 
	 	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 Document and this document, 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
Stanley of any provision of this document or an 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 Award Document. The validity and construction of the
terms of




 









 











Exhibit 10(iii)(c)

Form of award letter for grants of long term performance awards to executive officers





	 	 	 	this document and any Award Document shall be governed by the laws of the State of
Connecticut. The terms and conditions set forth in this document and any 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 any Award Document
constitute an unfunded unsecured promise of Stanley and the rights of the Participant in
respect of the Performance Awards are no greater than the rights of an unsecured creditor
of Stanley.
	 
	 	8.	 	Change in Control. Notwithstanding any provision in the Award documents to the
contrary, upon a Change in Control each outstanding Performance Award shall be cancelled
and in respect of his or her cancelled Performance Award a Participant shall receive a pro
rata portion of the Performance Award, calculated by assuming the achievement of the
applicable Performance Goal or Performance Goals at target levels and then multiplying
this amount by a fraction, the numerator of which is the number of days completed in the
Performance Period prior to the Change in Control and the denominator of which is the
total number of days in the Performance Period. The pro rata portion of the Performance
Award shall be issued in accordance with the terms of the Plan not later than 15 days
following such Change in Control. In addition, if any Performance Award which a
Participant earned under the Plan during any Performance Period which ended prior to the
Change in Control has neither been issued to the Participant nor credited to such
Participant under a deferred compensation plan maintained or sponsored by the Company or
an Affiliate prior to the Change in Control, such Performance Award shall be settled in
accordance with the Plan as soon as practicable and in no event later than the later of
(i) March 1st following the year in respect of which the Performance Award was
earned or (ii) the fifteenth day following the Change in Control, provided, however, that
in no event shall such settlement occur later than March 15 of the year following the year
in respect of which the Performance Award was earned. After a Change in Control, the
Committee may not exercise its discretion pursuant to Section 5 hereof to decrease the
amount of stock issuable in respect of any Performance Award which is outstanding
immediately prior to the occurrence of the Change in Control.
	 
	 	9.	 	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.






	 	 	 	Measurement Period. The period during which financial performance is measured
against the applicable Performance Goals as set forth in this Award Letter.
	 
	 	 	 	Performance Goals. Goals established by the Compensation and Organization
Committee of the Board of Directors or, pursuant to an




 









 











Exhibit 10(iii)(c)

Form of award letter for grants of long term performance awards to executive officers





	 	 	 	appropriate delegation of authority, the Chairman of the Board, for performance of
the Company as a whole and/or specific businesses or functions during the
Measurement Period. The Performance Goals applicable to you for a particular
Measurement Period will be communicated to you by a member of Stanley’s Human
Resources Department.
	 
	 	 	 	Restricted Stock. Common Stock of the Company that confers on holders the right to
vote and receive dividends, but that is subject to certain restrictions on sale and
transfer. All restrictions on sale and transfer of such stock shall lapse on the
date the Participant’s employment with the Company or any Affiliate terminates,
regardless of the reason for termination, provided, however, that a transfer of
employment from the Company to any Affiliate or from any Affiliate to another
Affiliate or to the Company shall not be deemed a termination of employment
hereunder. In addition, if through the acquisition of additional Shares or
otherwise, the total market value of shares owned by a Participant (restricted and
unrestricted) exceeds any applicable Minimum Ownership Guidelines, the restrictions
on the sale and transfer of that number of Shares of Restricted Stock in excess of
the number required to meet the applicable Minimum Ownership Guidelines shall
lapse.
	 
	 	 	 	Shares. Shares of Restricted Stock or Unrestricted Stock to be issued if
Performance Goals are achieved, as specified in this Award Letter.
	 
	 	 	 	Unrestricted Stock. Common Stock of the Company that may be sold at any time.