form10q11062008c.htm


    
      

      

    

    Exhibit
10.4

    


    THE BLACK & DECKER MANAGEMENT ANNUAL
INCENTIVE PLAN

     

    
      
        	
                1.

              	
                Purpose

              


      

       

    

    The
purpose of The Black & Decker Corporation Management Annual Incentive Plan
is to make a part of the annual compensation of certain key management employees
dependent on individual, unit and Corporation performance and to provide rewards
for performance as a competitive incentive to their efforts on the Corporation’s
behalf, and thus to enhance and reinforce the Corporation’s ability to achieve
its business goals.

     

    
      
        	
                2.

              	
                Definitions

              


      

       

    

    Whenever
used for purposes of the Plan, the following terms have the meanings defined
below, and when the defined meaning is intended, the term is
capitalized:

     

    
      	
               
      

            	
              (a)

            	
              “Award”
      means a grant to a Participant of incentive compensation under the
      Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              “CEO”
      means the Chief Executive Officer of the
  Corporation.

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Committee”
      means the Compensation Committee of the Board of Directors of the
      Corporation.

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Corporation”
      means The Black & Decker
Corporation.

            


    

     

    
      	
               
      

            	
              (e)

            	
              “Elected
      Officer” means an employee of the Corporation who has been elected as an
      officer by the Board of Directors of the
  Corporation.

            


    

     

    
      	
               
      

            	
              (f)

            	
              “Participant”
      means an employee of the Corporation or one of its Subsidiaries who has
      been designated to participate in this
Plan.

            


    

     

    
      	
               
      

            	
              (g)

            	
              “Performance
      Period” means the fiscal year in respect of which an Award is to be paid
      under the Plan.

            


    

     

    
      	
               
      

            	
              (h)

            	
              “Plan”
      means The Black & Decker Management Annual Incentive Plan, as amended
      from time to time.

            


    

     

    
      	
               
      

            	
              (i)

            	
              “Subsidiary”
      means any domestic or foreign corporation, at least 50% of the outstanding
      voting stock or voting power of which is beneficially owned, directly or
      indirectly, by the Corporation.

            


    

     

    
      
        	
                3.

              	
                Administration

              


      

       

    

     

    
      	
               
      

            	
              (a)

            	
              The
      Committee shall construe, interpret (subject to Section 3(c) of the Plan)
      and administer the Plan, and shall adopt such rules and regulations and
      take such other action as it deems appropriate. All decisions by the
      Committee shall be final, conclusive and binding on the Corporation and
      each Participant, former Participant, beneficiary and every other
      interested person. The CEO or the Committee may condition participation in
      the Plan by an employee upon the employee agreeing to certain terms and
      conditions of employment (including, without limitation, noncompete,
      confidentiality or similar provisions). The Committee will report annually
      to the Board of Directors of the Corporation all action taken under the
      Plan, including Awards paid.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Within
      90 days of the beginning of each Performance Period, the CEO or, in the
      case of an Elected Officer, the Committee shall establish performance
      goals for each

            


    

    


    
      
        
          
             

          

           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    
      	
               
      

            	
               

            	
              Participant.  The
      performance goals shall be communicated to the Participants as soon
      thereafter as practicable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              It
      is intended that the Plan comply with Section 409A of the Internal Revenue
      Code of 1986, as amended from time to time (the “Code”), and the
      regulations or guidance issued thereunder and it shall be interpreted
      accordingly.

            


    

     

    
      
        	
                4.

              	
                Participation

              


      

       

    

    
      	
               
      

            	
              (a)

            	
              Participation
      in the Plan shall be limited to selected management employees who the CEO
      or the Committee has determined have a significant influence on the
      Corporation’s annual corporate performance. The selection of Participants
      shall be approved by the CEO or, in the case of Elected Officers, the
      Committee within 90 days of the beginning of a Performance Period and
      communicated to the Participants as soon thereafter as
      practicable.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      management employee shall be a Participant in the Plan during any year in
      which he or she is a participant in any other annual incentive plan of the
      Corporation or any of its Subsidiaries, including but not limited to The
      Black & Decker Executive Annual Incentive
  Plan.

            


    

     

    
      	
               
      

            	
              (c)

            	
              At
      any time during a Performance Period, the CEO or, in the case of Elected
      Officers, the Committee may designate new Participants or remove employees
      from participation. An employee’s participation in the Plan in any prior
      year or years shall not give the employee the right to be a Participant in
      any subsequent year.

            


    

     

    
      
        	
                5.

              	
                Awards

              


      

       

    

    
      	
               
      

            	
              (a)

            	
              Awards
      shall be made annually after consideration of the respective performance
      against the performance goals established by the CEO or the Committee for
      the respective Performance Period.

            


    

     

    
      	
               
      

            	
              (b)

            	
              To
      be eligible for an Award in respect of a given Performance Period, a
      minimum of six months’ participation in the Plan is required for the
      Performance Period. The decision to pay or not to pay an Award and the
      amount of the Award to be paid shall be made by the CEO or, in the case of
      an Elected Officer, the Committee. The CEO or, in the case of an Elected
      Officer, the Committee may decide to pay an Award when performance
      objectives have not been satisfied and elect not to pay an Award when
      performance objectives have been
satisfied.

            


    

     

    
      
        	
                6.

              	
                Payment of
      Awards

              


      

       

    

    
      	
               
      

            	
              (a)

            	
              Awards
      shall be paid as soon as practicable after the end of a Performance Period
      (but in no event later than March 15 of the calendar year immediately
      following the end of the Performance
Period).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Awards
      shall be paid in cash and shall be paid in the currency in which each
      Participant’s base salary is paid.

            


    

     

    
      
        
          
            	
                    7.

                  	
                    Termination of
      Employment

                  


          

           

        

      

      If before
an Award is actually paid to a Participant with respect to a Performance Period
the Participant ceases to be a regular full-time employee of the Corporation or
any of its Subsidiaries for a reason other than retirement with a right to an
immediate retirement benefit, the Participant’s eligibility under the Plan shall
terminate and no Award will be made, except 

    

    
      
        
          
             

          

           
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    that the
CEO or, in the case of Elected Officers, the Committee may consider whether to
make an Award to such Participant.  If such an Award is made, the CEO
or, in the case of Elected Officers, the Committee shall determine the amount of
the Award. If a Participant’s employment terminates at a time when the
Participant has a right to receive an immediate retirement benefit from the
Corporation or any of its Subsidiaries, the CEO, or in the case of Elected
Officers, the Committee may make such Award as it deems appropriate under the
circumstances.

     

    
      
        	
                8.

              	
                Claim to Awards and Employment
      Rights

              


      

       

    

    No
employee or other person shall have any claim or right to be granted an Award
under the Plan. Only the Committee and the CEO shall have the authority to
commit the Corporation to make an Award under the Plan, and any such commitment
shall be binding on the Corporation only if in writing signed by the CEO or
another duly authorized officer of the Corporation. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Corporation or a Subsidiary or affecting the right
of the Corporation and its Subsidiaries to terminate the employment of any
employee at any time, for any reason and with or without notice.

     

    
      
        
          	
                  9.

                	
                  Tax
      Withholding

                


        

         

      

    

    The
Corporation or a Subsidiary, as appropriate, shall have the right to deduct from
all Award payments for any Federal, State or local taxes or other similar
payments required by law to be withheld with respect to such
payments.

     

    
      
        	
                10.

              	
                Expenses of
      Plan

              


      

       

    

    The
expenses of administering the Plan shall be borne by the Corporation and its
Subsidiaries.

     

    
      
        
          	
                  11.

                	
                  Amendment and
      Termination

                


        

         

      

    

    The Board
of Directors may, in its discretion, terminate, amend or modify this Plan at any
time and from time to time.  The Plan may be amended at any time,
including retroactively, to conform the Plan to the provisions and requirements
of Section 409A of the Code, and no such amendment shall be considered
prejudicial to any interest of any Participant thereunder.

     

    
      
        	
                12.

              	
                Effective Date of the
      Plan

              


      

       

    

    The
original effective date of this Plan was January 1, 1996.  This
amendment and restatement of the Plan is adopted on, and shall be effective as
of, October 16, 2008.

     

     

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