EX-10.1






Exhibit 10.1




January 7, 2013




John F. Lundgren


President and Chief Executive Officer


Stanley Black & Decker, Inc.


1000 Stanley Drive


New Britain, CT 06053



Dear John,



This letter is to confirm the effect of the proposed changes to your role with the Company.
As previously discussed, subject to Board approval, effective as of January 13, 2013: (i) you will
cease to serve as the President of the Company and (ii) you will continue serve as the Chief
Executive Officer of the Company with such duties and responsibilities as are customarily assigned
to such position. Effective as of March 13, 2013, you will assume the role, duties and
responsibilities of the Chairman of the Board of Directors of the Company.



You hereby acknowledge and agree that from and after the effective dates noted above, your
Employment Agreement and your Change in Control Severance Agreement will be construed and
interpreted in accordance with your title, position, status, duties and responsibilities, in each
case, as modified in accordance with this letter, as applicable.



You further acknowledge and agree that, in no event will the modification of your title,
position, status, duties or responsibilities in accordance with this letter, or any actions which
have been taken by the Company or its affiliates in connection with, relating to, or in furtherance
of such modification, be deemed to constitute or contribute to the existence of “Good Reason” (as
such term is used in either your Employment Agreement or your Change in Control Severance
Agreement).



Please confirm your agreement with the foregoing by countersigning this letter and returning
it to me at your earliest convenience.



	 	 	 	 	 	 	 
	                    
	 	               
	 	                     
	 	Sincerely,

	                
	 	              
	 	                   
	 	                              

	                   
	 	               
	 	                     
	 	                              

	 	 	 	 	 	 	 

	                  
	 	                  
	 	                    
	 	Bruce H. Beatt

	                  
	 	               
	 	                   
	 	Senior Vice President, General

	                 
	 	                  
	 	                    
	 	Counsel and Secretary

	                  
	 	                
	 	                   
	 	                                

	                 
	 	                  
	 	                    
	 	                             

	                     
	 	                     
	 	                    
	 	                              

	                                
	 	                     
	 	                      
	 	                               

	                             
	 	                    
	 	                        
	 	                                  

	                            
	 	                   
	 	                       
	 	                                  

	                                  
	 	                     
	 	                        
	 	                                           

	Acknowledged and Agreed:
	 	                    
	 	                       
	 	                                     

	                                     
	 	                       
	 	                        
	 	                                      

	/s/                                        
	 	

	 	

	 	


	 
	 	

	 	

	 	


	John F. Lundgren
	 	

	 	

	 	


	                                        
	 	                      
	 	                       
	 	                                        

	Date: January 8, 2013